/raid1/www/Hosts/bankrupt/TCR_Public/170602.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 2, 2017, Vol. 21, No. 152
Headlines
21ST CENTURY ONCOLOGY: S&P Lowers CCR to 'D' on Bankr. Filing
A.C.M. HOME: Wants to Continue Using Cash Until August 2017
ABENGOA KANSAS: Plan Outline Okayed, Plan Hearing on Aug. 8-9
ADEPTUS HEALTH: U.S. Trustee Appoints Daniel McMurray as PCO
AGENT PROVOCATEUR: U.S. Trustee Appoints Warren Agin as CPO
AHMAD SALEHZADEH: $645K Sale of White Plains Apartments Okayed
ALL RESORT GROUP: Selling Excess Vehicles for $64K
AMERIFLEX ENGINEERING: Taps Cramer & Associates as Accountant
AMERIFORGE GROUP: Seeks to Hire Lazard as Investment Banker
AMKOR TECHNOLOGY: S&P Affirms 'BB' CCR, Outlook Stable
ASCENT RESOURCES MARCELLUS: S&P Cuts CCR to 'D' on Missed Payment
ATKINS NUTRITIONALS: S&P Raises Corp. Credit Rating to B+
AUTO INC: Selling Trucks for 75% of their Current Value
BAIA LLC: Examiner Taps Protiviti as Financial Advisor
BARIA AND SONS: Can Use Cash Outside the Ordinary Course
BARMER ENTERPRISES: Interim Use of Cash Collateral Approved
BILL HALL: Sale of 19 Surplus Trailers for $280K Approved
CAMPBELLTON-GRACEVILLE: May Use Cash Collateral Through June 14
CAREER SUCCESS: S&P Alters Outlook to Stable on Improved Finances
CAROLINA MOLD: Can Continue Using Cash Collateral Until July 25
CARRINGTON FARMS: Asks for Cash Collateral Access Until Aug. 31
CAYOT REALTY: Colony AMC Tries to Block Disclosures, Plan Approval
CENTEX MOVING: Case Summary & 20 Largest Unsecured Creditors
CHARLES A. KNIGHT: Disclosures Get Prelim OK; July 14 Plan Hearing
CHARLES WALKER: Trustee Selling Nashville Property to Poe for $192K
CHESTON INC: Christies Sports Bar Seeks Cash Access
CLASSEN CROWN: Amends Application to Hire Charles C. Ward
CMS PRIME HOME: Taps Carr Riggs & Ingram as Accountant
CRESTWOOD EQUITY: S&P Affirms BB- CCR & Alters Outlook to Stable
CROSIER FATHERS: Facing 46 Claims Under Minn. Child Victims Act
CROSIER FATHERS: Files for Chapter 11 to Address Abuse Victims
DELAWARE SPORTS: Taps Weaver Mavity Short as Financial Advisor
DEXTER AXLE: S&P Puts 'B+' CCR on Watch Neg Amid KPS Acquisition
EAGLE'S NEST: Taps Phillips & Thomas as Legal Counsel
EARTH PRIDE: Case Summary & 20 Largest Unsecured Creditors
EAST VILLAGE: Has Cash Access, Required to File Plan by July 15
ELECTRONIC SERVICE: May Use Cash Collateral Until July 1
ELENA DELGADILLO: Trustee Selling Oakland Property for $430K
ELITE AMBULANCE: Taps Minnillo & Jenkins as Legal Counsel
EPR PROPERTIES: S&P Hikes Corp. Credit Rating From BB+
ESBY CORP: Wants Exclusive Plan Filing Deadline Moved to Sept. 29
FANNIE MAE & FREDDIE MAC: Moelis Charts Rational Restructuring Path
FARMERS GRAIN: Wants to Use Cash Collateral Through July 11
FBX3 LLLP: Disclosure Statement Hearing Set for June 27
FLOUR MOUNTAIN: Intends to Use Northstar Bank Cash Collateral
FOREST PARK MEDICAL: Court Okays Disclosures, Confirms Plan
FREDERICKSBURG PARK: Telegraph Hill Wants to Block Cash Use
GLORIA MONTANO: Clark Buying Santa Barbara Property for $700K
GOODMAN NETWORKS: Prepackaged Plan Declared Effective May 31
GRACIOUS HOME: June 22 Auction of All Assets Set
GREENVILLE DOUGH: May Use AccessBank's Cash Until June 26
GUP'S HILL PLANTATION: Hearing on Disclosures OK Set for July 13
HANCOCK FABRICS: Exclusive Solicitation Extended to June 30
HERTZ GLOBAL: S&P Affirms 'B+' Corp. Credit Rating
HPE TRANSPORTATION: In Chapter 11 to Keep Trucks and Trailers
HPE TRANSPORTATION: Seeks to Access Cash, DIP Factor Facility
HUNTER FAN: S&P Affirms Then Withdraws 'B' Corp. Credit Rating
INTERNATIONAL SEAWAYS: S&P Affirms B CCR & Rates Secured Loans BB-
IOWA FERTILIZER: S&P Affirms B Rating on 2013 & 2016 Bonds
JEFFREY L. MILLER: Court Conditionally Approves Disclosures
JENSEN INDUSTRIES: Disclosures Get Prelim OK; June 28 Plan Hearing
JOON INSTRUMENTAL: Wants to Use Cash to Ship Inventory
JTRL LLC: U.S. Trustee Unable to Appoint Committee
LAS TUNAS: May Use East West Bank's Cash Collateral Until June 27
LUMENATE TECHNOLOGIES: Seeks Approval on Cash Collateral Use
MARCO POLO CAPITAL: Court Okays Disclosures, Confirms Plan
MCK MILLENNIUM: Lease Agreement With Sapori Approved
MEDICAL SOLUTIONS: S&P Assigns 'B' CCR & Rates 1st Lien Debt 'B'
MMM DIVERSIFIED: Gets Approval to Hire Sandoval as Special Counsel
NGPL PIPECO: S&P Alters Outlook to Pos. & Affirms BB- Ratings
NORTHWEST GOLD: Seeks to Continue Selling Mine Tailings to M & M
NORTHWEST PEDIATRIC: Taps Hinshaw & Culbertson as Special Counsel
OAK PARK AVENUE: Involuntary Chapter 11 Case Summary
OPT CO: Case Summary & 20 Largest Unsecured Creditors
PAWN AMERICA: TBK Objection Resolved; Has Cash Access Until Nov. 30
PC ACQUISITION: Disclosures Get Prelim OK; Plan Hearing on July 14
PENN ENGINEERING: S&P Affirms 'B+' CCR Amid Proposed Acquisition
PERSISTENCE PARTNERS: Taps J. Allen Kosowsky as Accountant
PRESTIGE INDUSTRIES: Wants Plan Filing Deadline Moved to Aug. 15
PUERTO RICAN PARADE: Wants Plan Filing Deadline Moved to Sept. 8
ROBINSON PREMIUM: Disclosures OK'd; Plan Hearing on June 27
SANDFORD AND SON: Proposes $190K Private Sale of Property
SCHULTE PROPERTIES: Case Summary & 5 Unsecured Creditors
SHORB DCE: Has Interim Nod to Use Cash Collateral Until June 27
SOUTH SHORE: Voluntary Chapter 11 Case Summary
SPARTAN SPECIALTY: Court OKs Pact With Hamilton & Barry Kostiner
STARR PASS: Amends Plan to Decrease Value of Property
SUMMIT INVESTMENT: Amends Exclusive Plan Filing Extension Request
SUMMIT INVESTMENT: Taps Re/Max Leading Edge as Realtor
SUPERIOR INDUSTRIES: S&P Assigns 'B' Corp. Credit Rating
TENASKA ALABAMA: S&P Affirms BB Rating on $361MM Bonds
TITANS OF MAVERICKS: Calls Off Bankruptcy Auction
TONAWANDA AUTO: Taps Gleichenhaus Marchese as Legal Counsel
VALUEPART INC: Has Access to Cash Collateral Until June 27
VENOCO LLC: Beverly Hills Loses Bid to Keep Debtor on Drill Site
WAYSIDE SCHOOLS: S&P Affirms BB+ 2012 Bonds Rating, Outlook Stable
WEST SEATTLE LODGE: Can Continue Using Cash Until Aug. 31
WEST WINDOWS: Hires Justiniano Irizarry as Attorney
WILSONART LLC: S&P Affirms 'B+ CCR & 'B+' Sr. Secured Debt Rating
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
*********
21ST CENTURY ONCOLOGY: S&P Lowers CCR to 'D' on Bankr. Filing
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based cancer care provider 21st Century Oncology Holdings Inc.
to 'D' from 'SD'.
U.S.-based cancer care provider 21st Century Oncology Holdings Inc.
has filed for Chapter 11 bankruptcy protection. The company is in
the process of putting into place a financial restructuring plan
previously agreed upon with the company's senior secured lenders,
senior unsecured creditors, and holders of the preferred and common
equity.
S&P said, "At the same time, we lowered our issue-level ratings on
subsidiary 21st Century Oncology Inc.'s senior secured term loan
and revolver to 'D' from 'CCC'. We removed the ratings from
CreditWatch, where we placed them with negative implications on May
17, 2016. The '3' recovery rating on this debt is unchanged,
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery of principal in the event of a payment
default."
"The 'D' ratings reflect 21st Century's announcement that it has
filed for protection under Chapter 11 under the U.S. Bankruptcy
Code, where under a negotiated settlement with bondholders and
lenders the company's long-term net debt will be reduced by more
than $500 million, and will include a new cash equity infusion of
$75 million from a group of investors," said S&P Global Ratings
credit analyst Matthew O'Neill.
A.C.M. HOME: Wants to Continue Using Cash Until August 2017
-----------------------------------------------------------
A.C.M. Home Health Services, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Texas to extend its authorization to
use cash collateral in order to continue management of its home
health business/operations based on the 90-day projected budget.
The Court has previously entered an Agreed Order Authorizing
Interim Use of Cash Collateral, which expires, by its own terms, on
May 31, 2017. Recently, on May 30, 2017, the Court has also
entered an Order for Appointment of Chapter 11 Trustee, and
authorizing the Debtor to use cash collateral in its ordinary
course of business through June 20, 2017.
Because the Debtor does not have sufficient unencumbered cash or
other assets with which to continue to operate its business in
Chapter 11, the Debtor requires immediate authority to use cash
collateral in order to continue its business operations without
interruption toward the objective of formulating an effective plan
of reorganization.
The Debtor intends to use cash collateral in the amount not to
exceed the amounts reflected in the Debtor's budget, and for all
purposes set forth therein. The Budget provides total operating
expenses of approximately $103,816 for the month of June 2017,
$110,191 for the month of July 2017, and $110,443 for the month of
August 2017.
Specifically, the Debtor will use cash collateral to meet its
ordinary cash needs for the payment of:
(a) reasonable and necessary operating expenses;
(b) maintenance and preservation of property of the estate;
(c) property taxes; and
(d) payment of expenses associated with the Chapter 11 case,
including U.S. Trustee's fees and professional fees and expenses.
The Debtor believes that its accounts receivable and equipment
(except equipment subject to leases or purchase money security
interests) are subject to security interests and liens granted by
Debtor to various creditors listed in its bankruptcy schedules.
Specifically, the Internal Revenue Service holds a secured federal
tax lien of approximately $112,000 secured by all of Debtor's
assets.
The Debtor ratifies and confirms the federal tax lien filed by the
IRS on the Debtor's inventory, accounts and fixtures, perfected
prior to the Petition Date. Accordingly, the Debtor will be
granting the IRS a replacement lien on all inventory and accounts
receivable acquired by the Debtor since the Petition Date. In
addition, the Debtor affirms that the federal tax lien and
replacement lien will continue until further Order of the Court or
confirmation of a Plan of Reorganization.
A hearing on the Debtor's Motion to extend cash collateral use has
been scheduled for June 20, 2017 at 2:30 p.m.
A full-text copy of the Debtor's Motion, dated May 30, 2017, is
available at https://is.gd/rdKqvT
A copy of the Debtor's Budget is available at https://is.gd/dq4bUV
About A.C.M. Home Health Services
A.C.M. Home Health Services, Inc., previously sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 11-70504) on Aug. 16, 2011.
A.C.M. Home Health Services, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-70094) on
March 7, 2017, estimating assets and liabilities of less than $1
million.
The new case is assigned to Judge Marvin Isgur.
The Debtor hired Marcos D. Oliva, P.C., as counsel, and Santiago
Gonzalez, Jr., CPA, as accountant.
ABENGOA KANSAS: Plan Outline Okayed, Plan Hearing on Aug. 8-9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas is set to hold
an evidentiary hearing on August 8 and 9 to consider approval of
the proposed Chapter 11 plan of liquidation for Abengoa Bioenergy
Biomass of Kansas LLC.
The hearing will start at 9:00 a.m., and will be held at the U.S.
Courthouse, Room 150, 401 North Market, Wichita, Kansas.
The court on May 22 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order set a July 7 deadline for creditors to file their
objections, and cast their votes accepting or rejecting the plan.
Under the proposed liquidating plan, general unsecured creditors
will recover 95% of their claims against the company, and will
receive their pro rata share of the remaining cash. These
creditors will be the beneficiaries of the liquidating trust to be
created pursuant to the plan.
About Abengoa Bioenergy US
Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941. The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.
With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.
Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse
range of customers in the energy and environmental sectors.
Abengoa is one of the world's top builders of power lines
transporting energy across Latin America and a top
engineering and construction business, making massive
renewable-energy power plants worldwide.
On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28,
2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.
Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC. ABC's involuntary Chapter 7 case
is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is
Bankr. D. Neb. Case No. 16-80141. An order for relief has not
been entered, and no interim Chapter 7 trustee has been appointed
in the Involuntary Cases. The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion. The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.
The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.
About Abengoa Bioenergy Biomass of Kansas
On March 23, 2016, three subcontractors asserting disputed state
law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC
filed an involuntary petition under chapter 7 of the Bankruptcy
Code. The case was converted to a case under chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8,
2016.
In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the
request of Abengoa Bioenergy Biomass of Kansas to transfer its
case to the Bankruptcy Court for the District of Delaware where
cases involving its indirect parent companies and other affiliates
are pending. Judge Nugent said the facts and unique circumstances
surrounding the debtor and its known creditors do not warrant
transferring the case.
The Debtor is represented by Christine L. Schlomann, Esq., Richard
W. Engel, Jr., Esq., and Erin M. Edelman, Esq., at Armstrong
Teasdale LLP, Vincent P. Slusher, Esq., David E. Avraham, Esq., R.
Craig Martin, Esq., and Kaitlin M. Edelman, Esq., at DLA Piper LLP
(US).
Petitioning creditor Brahma Group, Inc. is represented by W. Rick
Griffin, Esq. -- wrgriffin@martinpringle.com -- and Samantha M
Woods, Esq. -- smwoods@martinpringle.com -- at Martin Pringle
Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC
and Summit Fire Protection Co. are represented by Robert M.
Pitkin, Esq. -- rPitkin@hab-law.com -- and Danne W Webb, Esq. --
dwebb@hab-law.com -- at Horn Aylward & Bandy LLC.
The Official Committee of Unsecured Creditors is represented in
the
Kansas bankruptcy case by Adam L. Fletcher, Esq., Michelle
Manzoian, Esq., Alexis C. Beachdell, Esq., Michael A. VanNiel,
Esq., and Kelly S Burgan, Esq., at Baker & Hostetler LLP and
Robert
L. Baer, Esq., at Cosgrove, Webb & Oman.
On April 14, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of liquidation.
ADEPTUS HEALTH: U.S. Trustee Appoints Daniel McMurray as PCO
------------------------------------------------------------
United States Trustee, William T. Neary, files a Notice before the
U.S. Bankruptcy Court for the Northern District of Texas appointing
Daniel T. McMurray as the Patient Care Ombudsman in the jointly
administered Chapter 11 bankruptcy cases of ADPT DFW Holdings, LLC,
and its debtor affiliates.
The Notice was made pursuant to the Order, dated May 22, 2017,
Directing the Appointment of a Patient Care Ombudsman for the
Debtor.
Mr. McMurray can be reached at:
Daniel T. McMurray
Director of Focus Management Group, USA, Inc.
5001 W. Lemon Street
Tampa, FL 33609
About Adeptus Health
Adeptus Health LLC — http://www.adpt.com/— through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, chief restructuring officer, signed the petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors’
bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel.
AGENT PROVOCATEUR: U.S. Trustee Appoints Warren Agin as CPO
-----------------------------------------------------------
U.S. Trustee William K. Harrington appoints Warren E. Agin as the
consumer privacy ombudsman for Agent Provocateur, Inc.
The appointment was made pursuant to an order entered May 31, 2017,
directing the appointment of a consumer privacy ombudsman for the
Debtor.
Mr. Agin can be reached at:
Warren E. Agin
50 Milk Street, 16th Floor
Boston, MA 02109
About Agent Provocateur, Inc.
Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities.
William K. Harrington, U.S. Trustee for the Southern District of
New York, on May 4 appointed three creditors of Agent Provocateur,
Inc., et al., to serve on the official committee of unsecured
creditors.
AHMAD SALEHZADEH: $645K Sale of White Plains Apartments Okayed
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Ahmad Salehzadeh's sale of his
right, title and interest in cooperative apartments located at 10
Franklin Avenue, White Plains, New York: (i) Apartment 3K; (ii)
Apartment 2F; and Apartment 2P to Westbrook Tenants Corp. for
$645,000.
The sale of the Apartments is free and clear of all Liens and
Claims.
The Debtor is authorized to satisfy the lien encumbering Apartment
2P held or serviced by Caliber Home Loans from the sale proceeds at
the closing of the sale under the applicable Contract, and the
mortgage holder will promptly provide a satisfaction of such lien;
provided, that the amount of proceeds equal to any disputed amount
of such lien, if any, will be held in escrow pending the parties'
agreement or order of the Court resolving such dispute (and the
payment into such escrow will satisfy such lien for purposes of
title insurance).
Westbrook is authorized to reduce the Purchase Price of each of the
Apartments by an amount equal to the outstanding arrearages due and
owing, as of the closing date, by the Debtor to Westbrook for
maintenance and other charges.
At the closing of the sale under the Contracts, the Debtor is
authorized to pay reasonable, ordinary and customary closing costs
from the sale proceeds, including transfer taxes and reasonable
title charges. The Debtor will reserve the balance of sale
proceeds to be held in escrow subject to further Court order.
Ten days after the closing of the proposed sale, counsel for the
Debtor will file a closing statement with the Court and serve a
copy on the Office of the United States Trustee.
The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is
waived for cause.
Ahmad Salehzadeh sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-22666) on May 14, 2014.
ALL RESORT GROUP: Selling Excess Vehicles for $64K
--------------------------------------------------
All Resort Group, Inc., asks the U.S. Bankruptcy Court for the
District of Utah to authorize the private sale of a portion of its
excess vehicles for $64,100.
The Debtor has commenced a Chapter 11 case to maintain its
transportation services business as a going concern while it
pursues re-energized efforts to operate efficiently and also
explore the possibility of selling certain divisions or assets
through the bankruptcy process. Its ongoing operations must be
comprehensively and effectively organized to ensure that it will be
able to operate smoothly in during the Chapter 11 process.
Accordingly, the Debtor says it is critical that it utilizes all of
its assets in an efficient manner. In addition, late spring
through early summer is traditionally the slowest season of the
Debtor's operations.
Historically, the Debtor has looked at how to refresh its fleet and
ensure that it is not holding onto excess vehicles by creating
plans for offloading worn out and unused vehicles. Its fleet
manager typically reaches out to a few people in the community who
have purchased vehicles in the past to give them an opportunity to
first look at the vehicles. There are several people who will buy
the older equipment and refurbish it. Normally the Debtor does not
advertise, but it has listed such property on Craigslist or eBay in
the past.
Historically, in order to determine the value of the vehicles, its
fleet manager would research the market values based upon the year
and condition of the vehicles. He would then propose to liquidate
the vehicles based upon approval by upper management.
The Debtor has identified numerous vehicles that are no longer
needed, are out of service, or need to be retired due to their age
or condition. It has prepared a "List of Excess Vehicles to be
Sold" that reflects the year, model, vehicle identification number,
the anticipated sale price of Sale Vehicle, and an expected total
value. Other employees, including the Debtor's president, have
approved the suggested sales prices.
A copy of the List attached to the Motion is available for free
at:
http://bankrupt.com/misc/All_Resort_91_Sales.pdf
In addition to its research on the Vehicles, the Debtor has
received expressions of interest from unrelated third parties to
purchase some of the Vehicles.
Upon entry of an Order approving the Motion, the Debtor will
continue to market the Vehicles as it has in the past, including
via word of mouth, signs located on its properties, applicable
websites, and social media.
The Debtor will be authorized to accept an offer for any of the
Vehicles which it believes to be the highest and best offer. The
Debtor will have full discretion to make a determination of the
best offer. The Purchases will be made via cash, cashier's check,
or wire transfer into the Debtor's DIP Account. Installment
payments will not be accepted. No sales of Vehicles will be made
to an insider. No commissions or other fees will be paid to any
party other than reasonable costs of advertising.
The sale of all Vehicles will be free and clear of all liens,
encumbrances, and interests, with any such liens, encumbrances, and
interests to attach to the Proceeds of sale. To the best of the
Debtor's knowledge, none of the Vehicles is subject to any lien.
To the extent that there are valid liens, however, the Debtor will
be authorized to distribute sales Proceeds to creditors holding
valid liens on the Vehicles. After payment of any valid liens, the
Proceeds may be used to fund continued operations according to the
budgets provided by the Debtor. The Debtor will prepare all
necessary bills of sale, certificates of title, and transfer of
title documents.
In the exercise of its business judgment, the Debtor has determined
that the proposed sale of the Vehicles is in the best interests of
the estate and its creditors. These sales will allow the Debtor to
reduce the amount of any secured debt through an orderly
liquidation of the Vehicles as well as to provide cash to fund its
continued operations through the slower season of its Operations.
The Debtor is informed and believes that the anticipated sale value
for the Vehicles is greater than the aggregate value of any liens
on such Vehicles, or, if not, that the holders of claims and
interests against the Vehicles will consent to the proposed sales.
In addition, the Debtor believes that any and all holders of claims
or interests in the Vehicles could be compelled, in a legal or
equitable proceeding, to accept a money satisfaction in return for
their interests. Accordingly, the Debtor asks the Court to approve
the sale of Vehicles.
The Debtor's current budget anticipates that these sales proceeds
may be received during the month of June 2017 to help fund
Operations. In addition, this is the Debtor's slowest season, the
Fleet Manager has time to market and sell the Vehicles. As set
forth, the sales proposed are essential to prevent potentially
irreparable damage to the Debtor's operations, value, and ability
to reorganize. Accordingly, the Debtor asks the Court to waive the
14-day stay imposed by Federal Rule Bankruptcy Procedure 6004(h).
About All Resort Group
All Resort Group, Inc. -- http://www.allresort.com/-- is a
diversified transportation services company providing a variety of
types of transportation services to both the general public and
corporate customer through its fleet of SUVs, sedans, private vans,
and stretch conversion vehicles. It also provides transportation
services to larger groups traveling to a single destination such as
business conferences, tours or large gatherings using motor coaches
and mini buses. In addition, it provides shuttle services to
employees at the Rio Tinto Kennecott Mine.
All Resort Group filed a Chapter 11 petition (Bankr. D. Utah Case
No. 17-23687) on April 28, 2017. J.L. Killingsworth, president,
signed the petition. At the time of the filing, the Debtor
estimated assets and debt at $10 million to $50 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor is represented by Anna W. Drake, Esq., at Anna W.
Drake,
P.C.
No trustee or examiner has been appointed in the case.
AMERIFLEX ENGINEERING: Taps Cramer & Associates as Accountant
-------------------------------------------------------------
Ameriflex Engineering LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire an accountant.
The Debtor proposes to hire Cramer & Associates to, among other
things, prepare its tax returns, assist in the preparation of plan
projections, and provide general accounting services related to its
Chapter 11 case.
Cramer & Associates will charge an hourly fee of $180 per hour for
its services.
The firm does not hold or represent any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.
Cramer & Associates can be reached through:
Russ Cramer
Cramer & Associates
3100 SW Brookside Drive
Grimes, IA 50111
Phone: (515) 265-1447
Fax: (515) 265-0834
About Ameriflex Engineering
Ameriflex Engineering LLC -- http://rhboats.com/and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats. The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Debtor.
The Debtor filed a Chapter 11 petition (Bankr. D. Or. Case No.
17-60837), on March 22, 2017. The petition was signed by Pacific
Diamond & Precious Metals, Inc., member. At the time of filing,
the Debtor estimated assets and liabilities between $1 million and
$10 million.
The case is assigned to Judge Thomas M. Renn. The Debtor hired
Tara J. Schleicher, Esq., at Farleigh Wada Witt, as bankruptcy
counsel; and Ball Janik LLP as special counsel.
No trustee, examiner or committee has been appointed.
AMERIFORGE GROUP: Seeks to Hire Lazard as Investment Banker
-----------------------------------------------------------
Ameriforge Group Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire an investment banker.
In a court filing, the company proposes to hire Lazard Freres & Co.
LLC and Lazard Middle Market LLC to provide these services:
(a) reviewing and analyzing the Debtors' business, operations
and financial projections;
(b) evaluating the Debtors' potential debt capacity in light
of their projected cash flows;
(c) assisting in the determination of a capital structure for
the Debtors;
(d) assisting in the determination of a range of values for
The Debtors on a going concern basis;
(e) advising the Debtors' on tactics and strategies for
negotiating with stakeholders;
(f) advising the Debtors with respect to the potential
repurchase of existing obligations;
(g) rendering financial advice to the Debtors and
participating in meetings or negotiations with the
stakeholders, rating agencies or other appropriate
parties in connection with any restructuring;
(h) advising the Debtors on the timing, nature, and terms of
New securities, other debt facilities, other
consideration or other inducements to be offered by the
Debtors pursuant to any restructuring;
(i) advising and assisting the Debtors in evaluating any
potential financing transaction;
(j) assisting the Debtors in preparing documentation within
its area of expertise that is required in connection with
any restructuring;
(k) assisting the Debtors in identifying and evaluating
candidates for any potential sale transaction, advising
them in connection with negotiations, and aiding in the
consummation of any transaction;
(l) analyzing the business and financial condition of the
specified business to formulate strategy and structural
alternatives with respect to the business, and to
negotiate and consummate a specified transaction;
(m) attending meetings of the Board of Directors of AFGlobal
Corporation with respect to matters on which Lazard
has been engaged to advise;
(n) providing testimony; and
(o) providing the Debtors with other financial restructuring
advice.
Lazard will receive a monthly fee of $150,000 for its services.
The firm will also receive other fees, which include:
(a) Restructuring Fee. A fee of $6 million payable upon the
consummation of a restructuring.
(b) Amendment Fee. In the event of an amendment, a fee
payable upon execution of a binding agreement with
respect thereto equal to 25 basis points (0.25 percent)
of the total amount of existing obligations (including
all amounts committed under credit lines) involved in
such amendment.
(c) Specified Transaction Fee. A fee payable at the initial
closing of the relevant specified transaction, in the
amount of:
-- $2,000,000, if the specified business is sold in one
specified transaction, and prior to the consummation
of such transaction, either Lazard has, at the
direction of the Debtors, had contact with potential
buyers other than AE Industrial Partners, LLC and
Weldalloy Pty Ltd regarding a potential specified
transaction, or the Debtors have requested Lazard's
assistance in connection with a potential specified
transaction and have provided assistance (in
negotiation or otherwise);
-- $1,250,000 per specified transaction, if the specified
business is sold in more than one transaction, and
prior to the consummation of the first transaction,
either Lazard has, at the direction of the Debtors,
had contact with potential buyers other than AE
Industrial Partners, LLC and Weldalloy Pty Ltd
regarding a potential specified transaction, or the
Debtors have requested Lazard's assistance in
connection with a potential transaction and have
provided assistance (in negotiation or otherwise); or
-- $400,000, if those conditions do not apply (in which
case no other fees will be payable).
(d) Sale Transaction Fee. If, whether in connection with the
consummation of a restructuring or otherwise, the Debtors
consummate any sale transaction, Lazard will be paid a
fee to be mutually agreed by the firm and AFGlobal.
(e) Financing Fee. A fee, payable upon consummation of a
financing, equal to the total gross proceeds provided for
in such financing (including all amounts committed under
credit lines or other indebtedness) multiplied by 1% in
the case of debt financing on a first-lien basis, 1.5% in
the case of debt financing on a junior-lien or unsecured
basis, and 3% in the case of equity or equity-linked
financing.
Lazard is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Brandon Aebersold
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10112
Phone: +1 212.632.6000
About Ameriforge Group
Houston, Texas-based Ameriforge Group Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 17-32660) on April
30, 2017. Patricia Baron Tomasco, Esq., at Jackson Walker LLP
serves as the Debtor's bankruptcy counsel. Judge David R. Jones
presides over the case.
Ameriforge Group Inc, et al., together with their non-Debtor
affiliates, are providers of technology, services, and
fully-integrated manufacturing capabilities to the oil and gas,
general industrial, aerospace, and power generation industries.
With more than 20 facilities worldwide and just under 1,100
employees, the Company offers a broad range of both high-engineered
and general forged products, as well as complementary aftermarket
services to more than 400 customers around the globe. The Company
specifically focuses on expertise in (a) the subsea drilling
production, completion, and infrastructure sectors of the oil and
gas industry; (b) the unconventional land-based drilling,
completion, and infrastructure sectors of the oil and gas industry;
(c) the gas turbine sector of the power generation industry; (d)
specialty components of the aerospace and off-road transportation
industries; and I general industrial manufacturing markets. The
Company was founded in 1996 as a provider of basic forged
products.
As of Dec. 31, 2016, the Company reported $580 million in book
value in total assets and $894 million in book value in total
liabilities.
In November 2016, the Company appointed two independent directors
to the board of directors for FR AFG Holdings, Inc., to oversee its
restructuring efforts.
AMKOR TECHNOLOGY: S&P Affirms 'BB' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Phoenix, Ariz.-based Amkor Technology Inc. The outlook is stable.
"We also affirmed our 'BB' issue-level rating, with a '3' recovery
rating, on the company's unsecured senior notes. The '3' recovery
rating reflects our expectation for meaningful recovery (50% to
70%; rounded estimate: 60%) in the event of a payment default,"
said S&P.
"The rating is based on our expectation for Amkor's continued
participation in mobile product refresh cycles in the second half
of 2017, and for reduced capital intensity to improve prospects for
FOCF generation and lower leverage over the next 12 months," said
S&P Global Ratings credit analyst Tuan Duong.
S&P said, "We expect Amkor's significant capital investment mainly
related to expansion of capacity including a new facility in Korea
(K5) over the past two years to moderate to about 12%-14% of
revenue in 2017 from about 17%. We expect the lower capital
intensity to support FOCF generation (before asset sale proceeds)
of about $150 million to $180 million in 2017, up from about $80
million in 2016. We expect FOCF to debt to be in the low- to
mid-teens percent area in 2017 up from about 5% in 2016.
"The stable outlook reflects our expectation that Amkor's
debt-to-EBITDA ratio will remain below 3x and free cash flow to
debt will be above 5% in 2017 and 2018. During years of high
capital spending, we expect Amkor's free cash flow generation to be
modestly negative on a temporary basis. The outlook also reflects
our expectation that lower capital spending will support free cash
flow in 2017.
"We could lower the rating if the company's debt-to-EBITDA ratio
exceeds 3x or we do not believe free cash flow to debt will stay
above 5% over time. Such credit metrics deterioration could be the
result of an escalation of the competitive environment and
sustained aggressive pricing or an unexpected severe demand
decline, which would place significant pressure on margins and
EBITDA generation. We could also lower the rating in the event of
significant debt-financed acquisitions or higher than expected
capital spending."
A rating upgrade over the next 12 months is highly unlikely because
of the company's participation in a competitive and cyclical
industry, and inconsistent free cash flow generation through a
cycle. S&P would consider a higher rating if the company is able to
improve its market share in the fragmented OSAT industry while
consistently generating free cash flow and sustaining more
conservative credit metrics such that free cash flow to debt is
above 10%.
ASCENT RESOURCES MARCELLUS: S&P Cuts CCR to 'D' on Missed Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Oklahoma
City-based oil and gas exploration and production company Ascent
Resources – Marcellus LLC (AR Marcellus) to 'D' from 'CCC-'.
On May 8, 2017, U.S.-based oil and gas exploration and production
company Ascent Resources - Marcellus LLC entered into a
30-day-grace period to make the interest payments on its first-lien
term loan due 2020 and its second-lien term loan due 2021.
S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien term loan due 2020 to 'D' from 'CC' and
revised the recovery rating to '6' from '5'. We also lowered the
issue-level rating on the company's second-lien term loan due 2021
to 'D' from 'C'. The recovery rating on this debt remains '6'. The
'6' recovery rating reflects our expectation of negligible (0% to
10%; rounded estimate: 0%) recovery in the event of a default. "
"The 'D' rating reflects our expectation that AR Marcellus will
either restructure its debt or file for Chapter 11 bankruptcy
protection rather than make the interest payments on its first-lien
term loan due 2020 ($708 million outstanding as of April 30, 2017)
and its second-lien term loan due 2021 ($348 million outstanding as
of March 31, 2017) by the end of the 30-day grace period," said S&P
Global Ratings credit analyst Carin Dehne-Kiley.
Ascent Resources - Marcellus, LLC acquires, develops, operates, and
produces oil and natural gas properties located in the Marcellus
Shale play in northern West Virginia. The company was formerly
known as American Energy - Marcellus, LLC. The company was
incorporated in 2013 and is based in Oklahoma City, Oklahoma.
Ascent Resources - Marcellus, LLC operates as a subsidiary of
American Energy Partners, LP.
ATKINS NUTRITIONALS: S&P Raises Corp. Credit Rating to B+
---------------------------------------------------------
U.S.–based Atkins Nutritionals Holdings II Co. is being acquired
by a special-purpose acquisition company (SPAC), Conyers Park, for
$728 million. Public shareholders will own the majority (71%) of
the company, Conyers Park will own about 14%, and the selling
shareholders (Roark Capital) will own the remaining 15%. The
transaction is being funded with $403 million of funds raised by
Conyers Park, a $100 million private investment in public equity
(PIPE) and new debt. The transaction will lower leverage to near 3x
compared to S&P's expectations of about 5x before the transaction.
S&P Global Ratings raised its corporate credit rating on New
York-based Atkins Nutritionals Holdings II Inc. to 'B+' from 'B'.
Additionally, S&P assigned a 'B+' corporate credit rating to
Atkins' new public parent company, The Simply Good Foods Co. The
outlook on both ratings is stable.
At the same time, S&P assigned a 'BB-' issue-level rating to
Atkins' proposed $75 million revolving credit facility due in 2022
and $200 million senior secured term loan B maturing in 2024, and a
'2' recovery rating, indicating S&P's expectation for substantial
recovery (70%-90%, rounded estimate 85%) in the event of a payment
default.
Proceeds from the debt offering, $403 million of cash from the
SPAC, and $100 million PIPE will be used to fund the acquisition.
S&P estimates that the company will have $203 million (including $3
million in operating leases) of total debt at the close of the
transaction.
All ratings are based on preliminary terms and are subject to
review upon receipt of final documentation. S&P will withdraw its
existing corporate credit rating, issue-level, and recovery ratings
on Atkins Holdings II Inc. at the close of the transaction.
"The upgrade reflects our expectation for financial policies to be
managed less aggressively as a public company, including debt to
EBITDA in the 3x-4x range," said S&P Global Ratings credit analyst
Amanda C O'Neill. Thanks to its equity infusion, the company will
have $130 million less of total debt. As a result, pro forma for
the transaction, leverage for the 12 months ended Feb. 2017 would
be near 3x, compared to 5.4x on an actual basis.
The stable outlook reflects the company's favorable market position
in the growing snack bar industry, which should support its ability
to generate healthy free operating cash flows. The outlook includes
S&P's expectation for the company's new public ownership structure
to have less aggressive financial policies than those of the
previous financial sponsors. S&P expects the company to be
acquisitive primarily in the U.S. snacking category, but to
maintain leverage in the 3x-4x range.
S&P said, "We could consider lowering the ratings if operating
performance deteriorates because of an increasing competitive
environment or if the company significantly increases its debt
through a debt-financed acquisition or dividend, resulting in
leverage being sustained around or above 5x.
"We could consider raising the ratings if the company increases its
scale and product diversity while demonstrating a track record of
less aggressive financial policies than expected, such that we view
event risk as a lesser concern. Demonstration of a quick
deleveraging timeline post-acquisitions and leverage sustained
well-under 3x could also result in a higher rating."
AUTO INC: Selling Trucks for 75% of their Current Value
-------------------------------------------------------
Auto, Inc., asks the U.S. Bankruptcy Court for the Western District
of Texas to authorize the sale of trucks for at least 75% of their
current value.
Objections, if any, must be filed within 21 days from the date of
service.
The Debtor is in the automobile towing business in Colorado and
Texas. In this capacity, the Debtor has amassed a number of
trucks. As a result in a downturn of its business, the Debtor no
longer needs all of the trucks in its possession.
A copy of the list of trucks to be sold, which was attached to the
Motion, is available for free at:
http://bankrupt.com/misc/Auto_Inc_18_Sales.pdf
The Debtor intends to sell these trucks over time to obtain a best
possible price for this equipment. It proposes to be allowed to
sell the trucks over time so long was the trucks are sold for at
least 75% of its current value for each truck.
There are no liens against the trucks. The Debtor proposes to sell
the trucks free and clear of all liens claims and encumbrance, and
allow the liens against the trucks to attach to the proceeds of the
sale. The net sales proceeds will be placed into the DIP account
with all liens attaching to the proceeds and not to be distributed
without further order of the Court.
About Auto Inc.
Auto Inc., owns a vehicle towing business, providing road side
assistance to drivers in Colorado and Texas. It operates out of
five locations: San Antonio, Texas, Dallas, Texas, Houston, Texas,
Denver, Colorado, and Colorado Springs, Colorado.
Auto Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tex.
Case No. 17-50969) on April 27, 2017. The petition was signed by
Michael Stine, president. The Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The Hon.
Lena
M. James presides over the case. Eric Liepins, PC, serves as
counsel to the Debtor.
BAIA LLC: Examiner Taps Protiviti as Financial Advisor
------------------------------------------------------
Charles Goldstein, the examiner appointed in the Chapter 11 cases
of Baia, LLC and Ridgeville Plaza, Inc., seeks court approval to
employ his own firm as his financial advisor.
In a filing with the U.S. Bankruptcy Court for the District of
Maryland, the trustee proposes to hire Protiviti Inc. to provide
these services:
(a) assist the examiner in identifying, gathering and
examining documents required to conduct the
investigations mandated by the order authorizing his
appointment;
(b) interview the Debtors' representatives and other
professionals if needed;
(c) assist in the preparation of any required reporting to
the court, the U.S. trustee and creditors;
(d) provide testimony in court; and
(e) provide such financial analyses as the examiner may
require.
The hourly rates charged by the firm are:
Managing Directors $640 - $725
Directors/Associate Directors $430 - $575
Senior Managers/Managers $340 - $475
Senior Consultants/Consultants $210 - $315
Administrative/IT $120 - $170
Protiviti is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Charles R. Goldstein,
Limited Examiner
Protiviti
1 E. Pratt St., Suite 800
Baltimore, MD 21202
Phone: (410) 454-6800
Fax: (410) 454-6801
Email: md-bank@protiviti.com
About Baia, LLC
Baia, LLC, is a limited liability company organized in 2006 with
principal place of business located in Carroll County, Maryland.
It owns, leases and manages commercial real property located in
Mt. Airy, Maryland.
Ridgeville Plaza, Inc., is a corporation formed in 1998 with
principal place of business located in Carroll County, Maryland.
It owns, leases and manages a commercial real property located in
Mt. Airy, Maryland.
Baia and Ridgeville filed Chapter 11 petitions (Bankr. D. Md. Lead
Case No. 16-26941) on Dec. 30, 2016. The petitions were signed by
Frank Illiano, president.
The cases are assigned to Judge David E. Rice. The Debtors are
represented by James Greenan, Esq., at McNamee, Hosea, et al.
At the time of filing Baia estimated assets of less than $50,000
and liabilities of $10 million to $50 million. Ridgeville
estimated less than $50,000 in assets and $10 million to $50
million in liabilities.
BARIA AND SONS: Can Use Cash Outside the Ordinary Course
--------------------------------------------------------
Judge James W. Boyd of the U.S. Bankruptcy Court for the Western
District of Michigan authorized Baria and Sons, LLC, to use cash
outside of the ordinary course of business.
Specifically, the Debtor is authorized to use cash collateral for
the purpose of paying the application fee for a license to deliver
beer, wine and liquor, in the amount of $1,170, for advertising and
marketing of the delivery service, not to exceed $500, and for
purchasing the Debtor's initial inventory of premium cigars, not to
exceed $3,000.
Judge Boyd ordered that after the initial purchase of premium cigar
inventory, all purchases to replenish inventory will be considered
to be in the ordinary course of business, which will be governed by
the Court's Order Authorizing the Use of Cash Collateral.
The Debtor has represented that the cash collateral may be subject
to a perfected first priority lien and security interest in favor
of Chemical Bank, and may be subject to an unperfected security
interest belonging to LQD Business Finance, LLC, which is disputed
by the Debtor.
Judge Boyd held that no additional adequate protection will be
required, as the adequate protection ordered by the Court is deemed
sufficient.
A full-text copy of the Order, dated May 30, 2017, is available at
https://is.gd/muCPSw
About Baria and Sons
Baria and Sons, LLC, operates a convenience and liquor store in
Spring Lake, Michigan, serving a diverse clientele. The company
sells a wide variety of liquor, from economy brands to relatively
high end brands. It also has a large and carefully selected
variety of craft beers for sale, including mix and match six packs.
It sells various packaged grocery items, sodas, energy drinks,
water and brewed coffee. Its customers range from those passing
through to locals who live in high end lake homes to economy
housing.
Baria and Sons filed a Chapter 11 petition (Bankr. W.D. Mich. Case
No. 17-00970) on March 6, 2017. Gurinder Baria, general manager,
signed the petition. The Debtor estimated assets and liabilities
between $500,000 and $1 million.
The Debtor is represented by James R. Oppenhuizen, Esq., at
Oppenhuizen Law Firm, PLC.
No trustee or examiner has been appointed in the Debtor's Chapter
11 case, and no committees have been designated.
BARMER ENTERPRISES: Interim Use of Cash Collateral Approved
-----------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida on May 26, 2017, entered an order
approving Barmer Enterprises, LLC's interim use of cash collateral
to pay only actual, ordinary and necessary postpetition business
expenses, including quarterly fees to the U.S. Trustee.
The Debtor also requested approval to make payments to Giant
Bicycle, Inc., which is the Debtor's primary supplier and holder of
a purchase money security interest; Cycling Sports Group, Inc.,
which is Debtor's secondary supplier and holder of a purchase money
security interest; and Suntrust Bank, N.A., which is the holder of
a blanket first lien and security interest in and to the Debtor's
property.
According to the Interim Order, all cash collateral will be
deposited in and disbursed through one or more debtor-in-possession
bank accounts established by the Debtor. All net income realized
from the Debtor's operations will be held in the DIP Account and
shall not be disbursed without further court order.
Giant Bicycle, Cycling Sports, and Suntrust each will have a
replacement lien with the same validity and priority as its
prepetition liens upon all property which would have constituted
its collateral but for the institution of the Chapter 11 case,
including, without limitation, any cash or cash equivalents
acquired by the Debtor on or after the date of the filing of the
bankruptcy petition, provided, that the lien will not extend to
avoidance actions of the Debtor's estates and all proceeds
thereof.
The Debtor's ability to use cash collateral will terminate
immediately upon the occurrence of any of these events:
(a) the Debtor's authorization to use cash collateral is
terminated by the Court;
(b) the Debtor fails to comply in any material respect with any
of the terms or conditions of the Inteirm Order;
(c) (i) this case shall be dismissed or converted to a case
under Chapter 7 of the Bankruptcy Code, (ii) the Debtor shall file
a motion, or other pleading, seeking dismissal of this case under
section 1112 of the Bankruptcy Code, or otherwise; or (iii) a
trustee under Chapter 11 of the Bankruptcy Code, or a responsible
officer or an examiner with enlarged powers relating to the
operation of the Debtor's business, is appointed under Section 1106
of the Bankruptcy Code;
(d) the Debtor will cease to operate all or substantially all of
its business; and
(e) the Debtor will use cash collateral in excess of any amount
permitted by this Order, without the consent of the Secured
Creditors.
The Court will conduct a final evidentiary hearing on this motion
on July 18, 2017, at 1:30 p.m.
A copy of the court order is available at:
http://bankrupt.com/misc/flsb17-16095-26.pdf
Creditor Giant Bicycle, Inc., is represented by:
Raymond V Miller, Esq
Michael B Green
GUNSTER
E-mail: vyon@gunster.com
mgreen@gunster.com
eroa@gunster.com
Creditor Cycling Sports Group is represented by:
Heather L. Ries, Esq.
Fox Rothschild
E-mail: hries@foxrothschild.com
ralbert@foxrothschild.com
BMC USA Corporation can be reached at:
BMC USA Corporation
Attn: Greg Best, BMC Rep
9240 Trade Place, Suite 100
San Diego, CA 92126
E-mail: Gregory.Best@BMC-SWITZERLAND.COM
Suntrust Bank can be reached at:
Suntrust Bank
Attn William H Rogers CEO
211 Perimeter Center Pkwy, Suite 100
Atlanta, GA 32303
E-mail: leisa.branch@suntrust.com
About Barmer Enterprises
Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC,
owns and operates eight retail bicycle stores known as Bike America
-- http://www.bikeam.com/-- and located in Pembroke Pines, East
Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West
Palm Beach. Barmer, which is owned by Gary Mercado and Steven C.
Barnes, bought the retail chain in 2014. The first Bike America
store opened in 1970 in Boca Raton. Barmer has about 40 employees
and its assets include inventory and fixtures. It owns no real
estate.
Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up
to $50,000 and liabilities between $1 million and $10 million. The
petition was signed by Gary Mercado, managing member. Judge
Raymond B. Ray presides over the case. Susan D. Lasky, Esq., at
Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel.
BILL HALL: Sale of 19 Surplus Trailers for $280K Approved
---------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Bill Hall Jr Trucking GP, LLC's sale
of 19 L/W Bottom Dump trailers outside the ordinary course of
business to Image Truck Partners for $280,250.
The sale is free and clear of all Interests.
From the sales proceeds, the Court orders these:
a. The Bexar County ad valorem tax lien will attach to the sale
proceeds and from said sale proceeds, the Purchaser will directly
pay the sum of $20,000 to Bexar County, incident to Bexar County
Tax Account No. 0000-125-2422. Said payment will be made within
five days of the entry of the Order and prior to the disbursement
of these sale proceeds to any other person or entity. Bexar County
will retain their ad valorem tax lien against the business personal
property remaining in possession of the Debtor to secure the
balance of the year 2017 ad valorem taxes.
b. From the sales proceeds, the Purchaser will directly pay such
amount as necessary to pay the Banc of America Leasing & Capital,
LLC's debt in full (which as of May 30, 2017 was $157,029) by wire
transfer as soon as possible, but no later than June 5, 2017.
c. The net sale proceeds, after paying the debts of Bexar County
and Banc of America Leasing & Capital, LLC, will be paid to the
Debtor by wire transfer to the Debtor's account.
Notwithstanding the provisions of Bankruptcy Rules 6004 and 6006 or
any applicable provisions of the Local Rules, the Order will not be
stayed for 14 days after the entry hereof, but will be effective
and enforceable immediately upon entry. Time is of the essence in
closing the transaction referenced, and the Debtor and Purchaser
intend to close the Sale as soon as practicable. Any party
objecting to the Order much exercise due diligence in filing an
appeal and pursuing a stay, or risk its appeal being foreclosed as
moot.
About Bill Hall, Jr., Trucking GP
Bill Hall, Jr., Trucking GP, LLC, the San Antonio, Texas-based
owner of a fleet of trucks and trailers, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 17-50167) on Jan. 25, 2017.
The petition was signed by Dominique A. Hall, vice president.
The Debtor disclosed total assets of $2.34 million and total
liabilities of $4.41 million.
The case is assigned to the Hon. Ronald B. King.
The Debtor's counsel is Dean William Greer, Esq., at Dean W.
Greer,
in San Antonio.
CAMPBELLTON-GRACEVILLE: May Use Cash Collateral Through June 14
---------------------------------------------------------------
The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the
Northern District of Florida has entered a third agreed interim
order authorizing Campbellton-Graceville Hospital Corporation to
use cash collateral through June 14, 2017.
The Debtor and The People's Choice Hospital have consented and
agreed to the entry of the third agreed interim order. The court
order is available at:
http://bankrupt.com/misc/flnb17-40185-93.pdf
The Debtor will (i) provide an accounting to PCH of all funds
received and disbursed during the preceding week each Tuesday
before 4:00 p.m. and (ii) not to make any expenditures in excess of
those amounts set forth in the Budget without the prior written
consent (can be by email) of PCH. Payroll that is due on May 26,
2017 may be paid.
As adequate protection for any cash collateral expended by the
Debtor pursuant to this Third Agreed Interim Order, PCH is granted
a valid, perfected and enforceable replacement liens automatically
and retroactively effective as of the Petition Date and to the same
extent, validity, and priority of the prepetition lien to secure
the amount of the Lender's prepetition claims in all right, title,
and interest of the Debtor in postpetition Cash Collateral. The
replacement lien will be subject only to valid, enforceable, and
perfected liens and security interests in the Debtor's assets, as a
prepetition debtor, if any, that existed on the Petition Date and
that are not subject to avoidance under the U.S. Bankruptcy Code
and that are superior in priority to the Lender's prepetition lien.
The replacement lien will not attach to avoidance actions under
Chapter 5 of the Bankruptcy Code, or the proceeds of actions. Any
replacement liens and super priority status claims granted will
solely be to the extent that is determined that PCH had a valid
lien and claim. All rights, claims and defenses of both the Debtor
and PCH are preserved.
As further adequate protection, to the extent provided by Section
552 of the Bankruptcy Code, all proceeds of PCH's prepetition
collateral that would be subject to PCH's security interests or
liens will also be subject to the Adequate Protection Liens.
About Campbellton-Graceville
Hospital Corporation
Campbellton-Graceville Hospital Corporation operates a
not-for-profit 25-bed critical access hospital that serves northern
Florida, as well as surrounding areas in Georgia and Alabama,
Campbellton-Graceville Hospital Corp filed a Chapter 11 bankruptcy
petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017.
The petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The Hon. Karen K. Specie presides over the case.
Berger Singerman LLP is the Debtor's bankruptcy counsel. Sandra P.
Greenblatt, Esq., at Lubell Rosen, is the Debtor's special health
care counsel.
CAREER SUCCESS: S&P Alters Outlook to Stable on Improved Finances
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB-' rating on the Phoenix Industrial Development
Authority, Ariz.'s series 2009 education revenue bonds, issued for
the Career Success Charter School (CSC) project.
"We revised the outlook based on an improvement in financial
metrics and the expectation of stabilized operations in the next
year," said S&P Global Ratings credit analyst Beatriz Peguero.
S&P said, "We assessed CSC's enterprise profile as vulnerable,
characterized by variable though increasing enrollment, a
satisfactory retention rate, and a pressured management team. We
assessed CSC's financial profile as vulnerable, with volatile
operating performance, weak maximum annual debt service (MADS)
coverage, and a high debt burden. We believe that, combined, these
credit factors lead to an indicative stand-alone credit profile of
'bb-' and a final rating of 'BB-'."
The bonds are secured by revenue of CSC as defined in the governing
bond documents consisting primarily of per-pupil funding from the
state.
CSC, founded in 2000, operates four campuses, serving students in
grades pre-K-12. It is in Maricopa County. For fall 2016,
enrollment totaled 843.
"The outlook revision to stable from negative reflects our
anticipation that CSC will be able to sustain its improved
operational results with coverage remaining above 1.0x MADS, and
also maintain enrollment levels such that MADS coverage is
sufficient and sustainable," added Ms. Peguero.
CAROLINA MOLD: Can Continue Using Cash Collateral Until July 25
---------------------------------------------------------------
Judge Benjamin Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina has entered a fourth interim order
authorizing Carolina Mold & Machining, Inc., to use cash collateral
in the ordinary course of Debtor's business pursuant to a budget
The Debtor is authorized to use cash for actual and necessary
expenses of operating its business and maintaining the cash
collateral through the earliest of: (a) the entry of a final order
authorizing the use of cash collateral, (b) the entry of a further
interim order authorizing the use of cash collateral, (c) July 25,
2017, (d) the entry of an order denying or modifying the use of
cash collateral, (e) an occurrence of default, or (f) the
occurrence of a Termination Event.
The Debtor can make expenditures on a pro-rata basis pursuant to
the Budget, however, the Debtor is allowed to make a full payment
on rent, utilities and any recurring monthly expense. The Budget
provides total cash outflows in the amount of $49,732 for May,
$55,507 for June and $48,257 for July.
The Debtor owes $505,000 to Patsy Marion pursuant to a Promissory
Note, which is secured by the Debtor's inventory, equipment and
accounts. Mrs. Marion is the wife of the majority shareholder of
the Debtor, Rodney Marion and as such is considered an insider.
Additionally, PNC Bank, National Association, received a Notice of
Levy from the Internal Revenue Service instructing them to turn
over funds in the Debtor's account. The notice of liens against
the Debtor states an indebtedness in the amount of $885,881, which
is secured any personal property, including general intangibles,
owned by the Debtor.
The Debtor has a lease with Direct Capital Corporation for an
article of equipment used in the Debtor's business, more
particularly described as a GF Agie Charmilless FO350, SP. The
term of the lease is for 60 months with a monthly payment of $2,965
and an end of lease purchase option of $1. As of the Petition
Date, the amount remaining owed under the terms of the lease is
approximately $55,000. Direct Capital is asserting a secured
interest in the equipment and, among other items, accounts and
inventory.
Accordingly, Mrs. Marion, the IRS and Direct Capital are each
granted a postpetition replacement lien in Debtor's postpetition
property of the same type which secured the indebtedness of Mrs.
Marion, the IRS and Direct Capital pre-petition, with such liens
having the same validity, priority, and enforceability as Mrs.
Marion, the IRS and Direct Capital had against the same type of
such collateral as of the Petition Date.
As additional adequate protection, the Debtor is directed to:
(a) make monthly adequate protection payments to the IRS in
the amount of $5,500;
(b) make monthly adequate protection payments to Direct
Capital in the amount of $1,400. In addition, Direct Capital will
be allowed $4,000 in allowed expenses, which will be added to the
claim and will cover all attorney fees incurred, or to be incurred,
except any actions pursuant to objections to the confirmation of
the plan of reorganization.
(c) keep all of the Debtor's personal property insured for no
less than the amounts of the prepetition insurance, and pay all
applicable insurance premiums, taxes, and other governmental
charges as they become due, and will make all tax deposits and file
all applicable tax returns on a timely basis.
(d) provide to the Bankruptcy Administrator, the IRS and Patsy
Marion a budget to actual report, reflecting the actual income
received and the expenses incurred during the previous month
compared to the budget.
A further hearing on the Debtor's cash collateral Motion, and any
objections and responses there to, will be heard on July 25, 2017
at 9:30 a.m.
A full-text copy of the Fourth Interim Order, dated May 19, 2017,
is available at https://is.gd/fA8DsL
About Carolina Mold & Machining
Carolina Mold and Machining was founded in 1994 by Rodney Marion
and James Hoague. Originally Carolina Mold was a mold
manufacturer, mold repair and mold modification facility. As the
industry changed, most new molds are being built offshore. As such
the business has changed to mostly service repairs and engineering
changes, while still manufacturing some new molds. The company's
financial situation stems from Rodney Marion turning over the day
to day operations of the business to his son. This has caused the
Company to fall significantly behind on taxes due to the Internal
Revenue Service. Rodney Marion is currently in charge of all
operations and as such the business is improving to the point
necessary to be profitable.
Carolina Mold & Machining, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10001) on Jan.
1, 2017. Rodney Marion, president, signed the petition.
At the time of the filing, the Debtor disclosed $660,978 in assets
and $1.48 million in liabilities.
The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey,
McClellan, Gatton & Siegmund, LLP.
No official committee of unsecured creditors has been appointed in
the case.
CARRINGTON FARMS: Asks for Cash Collateral Access Until Aug. 31
---------------------------------------------------------------
Carrington Farms Condominium Owners' Association filed a second
cash collateral motion, asking the U.S. Bankruptcy Court for the
District of New Hampshire for authorization to use cash collateral
for the period beginning June 1, 2017 and ending on Aug. 31, 2017.
The Budget projects the use and expenditure of $134,683 in cash,
which will be incurred in the ordinary course of its on-going
businesses during the use period. It also includes the monthly
adequate protection payments of $5,343 to be paid to the Granite
Bank. However, the Budget does not include the payment of further
attorneys' fees to Granite Bank during the period.
The last cash collateral order entered by the Court authorized the
payment of Granites Bank's attorneys' fees, which was then
estimated at $11,540. However, the Summary Statement submitted to
the Debtor by Granite Bank was $32,047, which includes an Unpaid
Balance of Prior Invoices totaling $7,623. As of May 19, 2017, the
Debtor has not paid Granite Bank's attorneys' fees but will attempt
to reach an agreement with Granite Bank regarding the attorneys'
fees or request a hearing on the appropriate amount of the
attorneys' fees, if any.
The Debtor believes that with the use of cash collateral, it will
be able to pay all of its current financial liabilities without
depleting its cash on hand on the Petition Date. The Debtor
projects the collection of $162,183 in condominium fees and other
revenues during the use period.
The Debtor tells the Court that on the Petition Date, it had cash
on hand in the amount of $147,323, and as of May 18, 2017, the
Debtor had $146,352 in cash on deposit, which is net of the $11,540
check issued to counsel of Granite Bank.
The Debtor will provide Granite Bank with a replacement lien on
Granite Bank's collateral with the same perfection and priority
that it had in the assets prior to the Petition Date, and the
Debtor's postpetition assets of the same kinds, nature and types as
Granite Bank's collateral, as well as proceeds thereof. The
replacement liens will be deemed valid and perfected, and will be
senior to any security interests, liens or allowed superpriority
claim subsequently granted to any other person or entity.
A full-text copy of the Debtor's Motion, dated May 19, 2017, is
available at https://is.gd/hU9nH4
A copy of the Debtor's Budget is available at https://is.gd/T0PExj
About Carrington Farms
Condominium Owners Association
Carrington Farms Condominium Owners' Association, a not for profit,
voluntary association organized under RSA 292, is responsible for
the management and operation of Carrington Farms. It is managed by
NH Core Properties, LLC., acting through Tom Carroll. Although it
was administratively dissolved, Carrington Farms Condominium
Owners' Association has applied for reinstatement.
Carrington Farms Condominium Owners' Association filed a Chapter 11
bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3,
2017. Gary Woscyna, President, signed the petition. At the time
of filing, the Debtor estimated $100,000 to $500,000 in assets and
$500,000 to $1 million in liabilities. William S. Gannon, Esq., at
William S. Gannon PLLC, is serving as counsel to the Debtor.
CAYOT REALTY: Colony AMC Tries to Block Disclosures, Plan Approval
------------------------------------------------------------------
Colony AMC OPCO, LLC, as Special Servicer, for Wells Fargo Bank,
National Association, as Trustee for the Registered Holders of
Colony Multifamily Mortgage Trust 2014-1, Commercial Mortgage
Pass-Through Certificates, Series 2014-1, filed with the U.S.
Bankruptcy Court for the Southern District of New York an objection
to Cayot Realty, Inc.'s disclosure statement and Chapter 11 plan
dated April 6, 2017.
The Lender says that the Debtor has had the benefit of a full year
in Chapter 11, but still has not refinanced its non-residential
real property located at 333 Route 202, Pomona, New York 10970, and
other assets. What was included with the proposed Plan and
Disclosure Statement is not a commitment for the financing, the
Lender claims.
According to the Lender, the case is, by and large, a two-party
dispute between the Debtor and Lender. The Debtor owes Lender
approximately $2.1 million, and the Debtor's other debts combined
are merely $27,000 (approximate). The Debtor valued all of its
Property in its voluntary Chapter 11 petition as aggregating
$3,024,785.
The Debtor complains that the Disclosure Statement and Plan, as
presented, contain fundamental flaws that preclude approval of the
Disclosure Statement for distribution to creditors. The Debtor
further complains that, among others:
-- creditors who have waited while the past year has gone by
in Chapter 11 should not have to wait any longer in a case
where the Debtor claims that there is a sufficient asset
base from which to pay all claims in full should those
assets be sold;
-- the foundation of the Disclosure Statement and Plan is a
refinancing of the Debtor's debt. But it is a shaky
foundation, built upon unrealistic expectations. The
Plan, in sum, calls for the transfer of the Debtors'
Property to a new entity, backed by a loan from an entity
called Northwind Financial Corporation in the amount of
$2.6 million; and
-- the Commitment Letter is not a firm commitment. First, on
its face it appears invalid. It is unsigned. Second, it
expired by its terms as of Feb. 27, 2017. Third, whether
the financing discussed in the Commitment Letter will be
provided, and the amount of financing that ultimately
might be provided, remain subject to further diligence.
The Lender says that beyond these basic problems, a review of the
terms set out by Northwind in the Commitment Letter, alongside some
of the Debtor's admissions in its Schedules, demonstrates that it
is not likely that the financing contemplated by Northwind will
come to pass. "This is so, at least in part, because the
Commitment Letter contemplates a loan of up to $2.6 million, but by
its terms requires a maximum loan to value ratio of 75%. The
Debtor valued all of its Property as aggregating $3,024,785. With
that asset base, $2.6 million loan would have a Loan to Value of
85% which is inconsistent with the terms of the Commitment Letter.
The Disclosure Statement does not describe what would happen if a
lesser amount were loaned. The Commitment Letter should be
recognized as being what it is -- something far less than a firm
commitment to fund the amounts necessary to implement the Plan.
The Plan makes no contingency for the failure of this financing,
and places no outer boundary upon the time in which the Debtor can
continue to seek sources of refinancing," the Lender states.
A copy of the Objection is available at:
http://bankrupt.com/misc/nysb16-22664-56.pdf
The Lender is represented by:
Thomas A. Draghi, Esq.
William C. Heuer, Esq.
WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP
1201 RXR Plaza
Uniondale, New York 11556
Tel: (516) 622-9200
E-mail: tdraghi@westermanllp.com
wheuer@westermanllp.com
About Cayot Realty
Cayot Realty Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22664) on May 16,
2016. The petition was signed by Charles L. Cayot III, president.
The case is assigned to Judge Robert D. Drain. The Debtor
disclosed total assets of $3.02 million and total debts of $2.15
million.
CENTEX MOVING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Centex Moving & Storage, LLC 17-60410
2305 S. Ft. Hood St.
Killeen, TX 76542
Killeen Diesel Service, LLC 17-60412
2305 S. Ft. Hood St.
Killeen, TX 76542
Rockey's Moving & Storage, LLC 17-60413
2305 S. Ft. Hood St.
Killeen, TX 76542
Rockey's Van Lines, LLC 17-60414
2305 S. Ft. Hood St.
Killeen, TX 76542
Escondido Ventures, LLC 17-60415
2305 S. Ft. Hood St.
Killeen, TX 76542
Business Description: Rockey's Moving & Storage --
http://www.rockeysmoving.com/-- moves
household goods for families,
military personnel, commercial offices and
medical facilities. The Company's turnkey
services include, but are not limited to
packing, crating, storing and relocating to
new home or office. Rockey's owns and
operates it own fleet of over 100 move vans
for local moves, 25 tractors and 40 trailers
for interstate relocation.
Rockeys Van Lines is a licensed and bonded
freight shipping and trucking company
running freight hauling business from
Killeen, Texas.
Escondido Ventures, LLC holds 100%
membership interest in Escondido Ventures,
LLC, Killeen Diesel Service, LLC,
Rockey's Moving & Storage, LLC and Rockey's
Moving & Storage, LLC.
Chapter 11 Petition Date: May 31, 2017
Court: United States Bankruptcy Court
Western District of Texas (Waco)
Judge: Hon. Ronald B. King
Debtors' Counsel: William B. Kingman, Esq.
LAW OFFICES OF WILLIAM B. KINGMAN, PC
4040 Broadway, Suite 350
San Antonio, TX 78209
Tel: (210) 829-1199
E-mail: bkingman@kingmanlaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
Centex Moving & Storage, LLC $1M-$10M $1M-$10M
Killeen Diesel Service, LLC $100K-$500K $1M-$10M
Rockey's Moving & Storage, LLC $1M-$10M $1M-$10M
Rockey's Van Lines, LLC $100K-$500K $1M-$10M
Escondido Ventures, LLC $1M-$10M $1M-$10M
The petitions were signed by Barcley Houston, authorized
representative for each of the Debtors.
A copy of Centex Moving & Storage's list of 18 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txwb17-60410.pdf
A copy of Killeen Diesel Service, LLC's list of 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/txwb17-60412.pdf
A copy of Rockey's Moving & Storage's list of 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txwb17-60413.pdf
A copy of Rockey's Van Lines, LLC's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txwb17-60414.pdf
A copy of Escondido Ventures's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txwb17-60415.pdf
CHARLES A. KNIGHT: Disclosures Get Prelim OK; July 14 Plan Hearing
------------------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted Charles A. Knight Inc.
preliminary approval of the Debtor's first amended disclosure
statement dated May 19, 2017, referring to the Debtor's first
amended plan of liquidation.
The hearing on objections to final approval of the adequacy of the
information in the First Amended Disclosure Statement and
confirmation of the First Amended Plan will be held on July 14,
2017, at 11:00 a.m.
The deadline to return ballots on the First Amended Plan, as well
as to file objections to final approval of the adequacy of the
information in the First Amended Disclosure Statement and
objections to confirmation of the First Amended Plan is July 7,
2017.
The deadline for all professionals to file final fee applications
is Aug. 14, 2017.
As reported by the Troubled Company Reporter on May 23, 2017, the
Debtor filed a plan, which proposes to pay creditors from the
proceeds generated from the sale of its assets. The Debtor will
sell most of its assets, which include a gas station and
convenience located at 3610 West Road, in Trenton, Michigan.
About Charles A. Knight
Charles A. Knight Inc., which conducts business under the name
Charlie Knight's Marathon Service, is a Michigan corporation, which
owns a convenience store and gas station located at 3610 West
Road, in Trenton, Michigan. The Debtor was formed in 1984.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
16-54642), on Oct. 27, 2016. The petition was signed by Charles A.
Knight, president.
At the time of filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
The case is assigned to Judge Phillip J. Shefferly. Peter Steven
Halabu, Esq., at Halabu Law Group, P.C., represents the Debtor.
The Debtor hired Kohut Law Group PLLC as sale consultant.
CHARLES WALKER: Trustee Selling Nashville Property to Poe for $192K
-------------------------------------------------------------------
John C. McLemore, Trustee for Charles E. Walker, asks the U.S.
Bankruptcy Court for the Middle District of Tennessee to authorize
the sale of house and lot at 3303 Colby Dr., Nashville, Tennessee,
(Map & Parcel: 133 07 0 009.00), to Michael Poe for $192,000,
subject to overbid.
A hearing on the Motion is set for July 11, 2017. The objection
deadline is June 20, 2017.
The Trustee has received $5,000 earnest money. The purchase price
was agreed to by the Trustee after consulting with the Debtor. The
property was appraised by the Metro Tax Assessor in 2017 for
$181,300.
The Property is to be sold "as is, where is," and free and clear of
any liens. Any valid and proper lien will attach to the proceeds
of the sale. Proceeds of the sale will be subject to agent's fees
and expenses, all real estate taxes due will be paid from the
proceeds of the sale of closing. The current years taxes will be
prorated to date of deed.
The property is being sold subject to a lease that expires Oct. 15,
2017. However, the lease provides for its own expiration upon
sale. A condition of this private sale is that the tenants will
vacate by July 1, 2017.
The sale does not include Personal Identifiable Information. It is
anticipated that there is sufficient equity in the property to pay
all 11 U.S.C. Sec. 506(c) expenses and that the sale will result in
a distribution being made to unsecured creditors. The sale is an
"arm's-length" transaction.
A minimum upset bid of $5,000 will be accepted. The Trustee, his
employees and Bankruptcy court officials are prohibited from
bidding.
On July 12, 2016, First Freedom Bank, the 1st lienholder, filed
claims for $847,825 cross collateralized with other properties.
After the payment of the costs of sale, the net proceeds will be
paid to First Freedom Bank up to balance on note. The Trustee paid
January monthly adequate protection payments to First Freedom Bank
which will reduce the amount of the payoff. He has requested an
itemized payoff from the lender.
The law office of Mudter & Patterson conducted a title search. The
search shows no liens filed by Tennessee Department of Revenue or
the Internal Revenue Service on the Property.
The Trustee has made application to the Court for the appointment
of Bill Colson Auction & Realty Co. as agent for the sale. The
agent will be paid in accordance with Local Rule 6005-1 which
provides as follows: (i) 6% of gross proceeds for real property.
No expenses will be reimbursed. Upon receipt of the agent's report
of sale, payment of Bill Colson Auction's commission will be paid.
It is the opinion of the Trustee that this is the best outcome for
the estate. Accordingly, the Trustee asks that the Court enters an
Order authorizing him to proceed with the sale of the Property to
the Buyer free and clear of all liens.
The Trustee further asks that the 14-day stay of the sale of the
Property following the entry of the order as provided for in
F.R.B.P. Rule 6004(h) be waived.
The Purchaser can be reached at:
Michael Poe
2601 Oakland Ave.
Nashville, TN 37212
Charles E Walker sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 16-10413) on Feb. 29, 2016.
CHESTON INC: Christies Sports Bar Seeks Cash Access
---------------------------------------------------
Cheston, Inc., doing business as Christies Sports Bar, asks the
U.S. Bankruptcy Court for the Northern District of Texas for
authority to use cash collateral to fund ongoing business
operations.
The Debtor believes that these entities hold an interest in certain
assets of the Debtor, including assets which may constitute cash
collateral in the Debtor: JP Morgan Chase on account of a term
loan; and Acarius Business, Canary Business Funding, On Deck, and
Yellowstone Capital, all on account of merchant financing loans.
The Debtor's use of cash is necessary to preserve the value of its
business which will ensure that the Debtor can maintain payroll,
general, and administrative expenses, payment arrangements with its
suppliers and provide sufficient working capital for the Debtor's
normal business operations.
Accordingly, the Debtor contends it is critical that it obtains the
use of cash collateral to ensure continued operations in the normal
course of business and timely payment of the Debtor's postpetition
obligations, including payroll, utilities and other operating
expenses as set forth in the Budget. The Budget covering the
period from May 29, 2017, through June 30, 2017, provides total
projected expenses of $120,700.
No hearing will be conducted on the Debtor's Motion unless a
written response is filed with the Bankruptcy Clerk on June 23,
2017. The Court may enter an order authorizing the Debtor to use
cash collateral if no hearing is timely requested.
A full-text copy of the Debtor's Motion, dated May 29, 2017, is
available at https://is.gd/32L7gY
A copy of the Debtor's Budget is available at https://is.gd/7wlFgA
Howard Marc Spector, Esq.
Nathan M. Johnson, Esq.
SPECTOR & JOHNSON, PLLC
Banner Place, Suite 1100
12770 Coit Road
Dallas, Texas 75251
Phone: (214) 365-5377
Fax: (214) 237-3380
E-mail: hspector@spectorjohnson.com
About Cheston, Inc.
Cheston, Inc., operates a sports bar named Christies Sports Bar on
McKinney Avenue in in Dallas, Texas.
Cheston, Inc., filed a Chapter 11 petition (Bank. N.D. Tex. Case
No. 17-32076) on May 29, 2017. The Debtor is represented by Howard
Marc Spector, Esq., and Nathan M. Johnson, Esq., at Spector &
Johnson, PLLC.
CLASSEN CROWN: Amends Application to Hire Charles C. Ward
---------------------------------------------------------
Classen Crown Investments, Inc. has filed an amended application
with the U.S. Bankruptcy Court for the Western District of
Oklahoma, seeking approval to hire legal counsel.
In its application, the Debtor proposes to hire The Law Office of
Charles C. Ward, PLLC to prepare a plan of reorganization,
prosecute causes of action, and provide other legal services
related to its Chapter 11 case.
The billing rate for Charles Ward, Esq., is $150 per hour. Prior
to the Debtor's bankruptcy filing, Mr. Ward received $3,000 of the
$8,000 flat fee he requested as compensation for his services.
Mr. Ward disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
Mr. Ward maintains an office at:
Charles C. Ward, Esq.
Tha Law Office of Charles C. Ward, PLLC
2525 NW Expressway, Suite 111
Oklahoma City, OK 73112
Phone: (405)418-8447
Fax: (405)418-8473
Email: cward@charlescwardlaw.com
About Classen Crown Investments
Based in Oklahoma City, Oklahoma, Classen Crown Investments, Inc.
is a single-asset real estate. It owns an office building located
at the Teams Subdivision, Shaw's Heights, Oklahoma City, valued at
$1 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 17-11570) on April 25, 2017.
Dashawn Hill, president, signed the petition.
At the time of the filing, the Debtor disclosed $1 million in
assets and $1.52 million in liabilities.
Judge Janice D. Loyd presides over the case.
CMS PRIME HOME: Taps Carr Riggs & Ingram as Accountant
------------------------------------------------------
CMS Primary Home Care, Inc. seeks authorization from the US
Bankruptcy Court for the Southern District of Texas, McAllen
Division, to employ Jeanette Smith, CPA, CGMA of Carr Riggs &
Ingram, LLC, as its accountant.
Professional services the Accountant will render are:
(a) prepare the Debtor's monthly operating reports;
(b) prepare the Debtor's payroll tax returns;
(c) prepare the Debtor's income tax returns;
(d) prepare initial budget for Cash Collateral Motion/Order;
(e) provide analysis of cash flow to prepare a feasible Plan
of Reorganization; and
(f) provide the Debtor advice on its operations and other
financial information.
Jeanette Smith, CPA, CGMA attests that neither she nor any
employees of Carr Riggs & Ingram, LLC, have any business or
professional connection with the Debtor, its creditors, any party
in interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee.
For its services, the Firm charges $200 per hour for partner time
and $95 per hour for staff time.
The Firm can be reached through:
Jeanette Smith, CPA, CGMA
CARR RIGGS & INGRAM, LLC
4100 North 23rd St
McAllen, TX 78504
Phone: 956-686-3701
About CMS Primary Home Care
CMS Primary Home Care, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 17-70191) on May 22, 2017, and
represented by Marcos Demetrio Oliva, Esq., at Marcos D. Oliva,
PC.
Located in McAllen, Texas, CMS Primary Home Care previously sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 13-70582) on
November 4, 2013. The Debtor was represented by Ellen C. Stone,
Esq. of The Stone Law Firm, P.C. in the 2013 case. The Debtor
listed under $1 million in both assets and liabilities in the 2013
petition.
CRESTWOOD EQUITY: S&P Affirms BB- CCR & Alters Outlook to Stable
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Crestwood Equity Partners
L.P. (CEQP) and operating subsidiary Crestwood Midstream Partners
L.P. (CMLP) to stable from negative.
At the same time, S&P Global Ratings affirmed its 'BB-' long-term
corporate credit rating on CEQP and CMLP. S&P Global Ratings also
affirmed its 'BB-' issue-level rating on CMLP's unsecured debt and
its 'B-' rating on the company's preferred units.
The recovery rating on the unsecured debt is at '4', indicating
S&P's view that senior unsecured debtholders can expect average
(30% to 50%; rounded estimate of 35%) recovery in a default
scenario.
The outlook revision stems from S&P's increasing view that, in the
next few years, Crestwood's debt-to-EBITDA will stay below 5x. This
improvement reflects S&P's expectations that the company's cash
flows will increase significantly. In addition, S&P considers as a
credit positive CEQP's repayment of about $1 billion debt with the
proceeds the company received from selling a 50% interest in its
Northeast storage and transportation assets into a joint venture
with Consolidated Edison Inc.
S&P said, "We expect improved cash flows beyond 2017 because CEQP
is well-positioned to capitalize on the potentially growing and
profitable Permian, Bakken, and Marcellus basins. In the Permian
basin, CEQP, along with joint venture partner First Reserve Corp.,
is undertaking multiple projects, such as the Nautilus system. The
Nautilus system is a natural gas gathering system that we expect to
enter service in July 2017; CEQP contracted its output under a
long-term agreement to SWEPI LP, a subsidiary of Royal Dutch Shell
PLC. In the Bakken basin, CEQP's Arrow system, a gas gathering
system, is in high-activity regions and we expect it to contribute
considerably toward the improving cash flows. In addition, the
company is constructing a gas processing plant to capitalize on the
expected growing customer volumes."
The stable outlook reflects S&P's expectation that CEQP's cash flow
will improve considerably in 2018 as the company will be completing
a number of expansions. As a result, S&P believes that adjusted
debt to EBITDA will be about 5.5x in 2017 and, with improved cash
flows, will fall below 5x in 2018 onward.
S&P said, "We could lower the ratings if CEQP's adjusted debt to
EBITDA stays above 5x due to operational underperformance, weak
volumes in the gathering and processing businesses, poor demand in
the transportation and storage segments, or higher-than-expected
capital expenditures.
"We could raise the rating if the company's volumes increase while
maintaining adjusted debt-to-EBITDA below 4x. We could also take a
positive rating action if we believe that CEQP 's recent expansion
in fast-growing basins results in a considerably improved
competitive position."
CROSIER FATHERS: Facing 46 Claims Under Minn. Child Victims Act
---------------------------------------------------------------
The Crosier Fathers and Brothers Province, Inc., said that as of
May 24, 2017, a total of 46 claims alleging sexual abuse of minors
have been made against the Crosiers under the Minnesota Child
Victims Act.
"I appreciate the courage it took for the victims to come forward
and I pray for their healing," said Prior Provincial Thomas
Enneking, osc. "We are profoundly sorry and deeply distraught for
any pain caused by the actions of Crosiers in the past, who were
supposed to be instruments of Christ’s love and healing mercy."
The Crosiers are reviewing the claims and working toward a fair and
just resolution for everyone concerned. The Crosiers take any
claim of abuse by any Crosier, staff person or volunteer associated
with them seriously and remain vigilant to ensure transparency,
accountability and the safety of the people they serve.
"As an Order, we are committed to providing and maintaining a safe
environment for all. More than ever, we strive to fulfill the
values that have served as our foundation for more than 800 years.
We are devoted to our mission to touch suffering with hope and to
continuing our work to serve and honor the Lord."
The Crosiers do not tolerate sexual abuse and have stringent
policies in place to prevent future abuse.
According to Rev. Enneking, anyone who wishes to report past abuse
is encouraged to contact the Order's Victim Assistance Line at
320-248-1563 or Prior Provincial Thomas Enneking, osc, at
602-443-7100.
Faegre & Benson Audit
In June 2002 the Crosier Fathers and Brothers Province hired the
Minnesota-based law firm Faegre & Benson, LLP, to conduct an audit
of past and present sexual misconduct allegations involving members
of the Crosier Order -- even in cases where an initial
investigation found no wrongdoing. The investigation was completed
in October 2002.
The investigation identified eight members of the Crosier Order
named in credible claims of sexual abuse of a minor. As mandated
by the Crosier Province's sexual misconduct policy, these Crosiers
are living under the following restrictions:
* They have been permanently removed from public ministry.
* They cannot perform any work with minors, including volunteer
work.
* They cannot be in the presence of a minor without adult
supervision.
* They cannot leave the grounds of a Crosier community without
the knowledge of their Crosier superior.
CROSIER FATHERS: Files for Chapter 11 to Address Abuse Victims
--------------------------------------------------------------
The Crosier Fathers and Brothers Province, Inc., a Catholic
religious order with large communities in Phoenix, Arizona and in
Onamia, Minnesota, sought Chapter 11 protection with a deal to pay
off clergy abuse victims.
The Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and the Crosier Community of Phoenix filed separate Chapter
11 petitions on June 1, 2017 (Bankr. D. Minn. Lead Case No.
17-41681). The Debtors said in court filings that they will be
filing a joint plan of reorganization that would settle sexual
abuse claims against their members.
More than a dozen U.S. catholic dioceses and religious orders have
filed for bankruptcy in recent years in response to civil lawsuits
filed against the dioceses on behalf of alleged victims of sexual
abuse by priests. The Crosiers are the fourth Catholic diocese or
religious order in Minnesota to have filed for Chapter 11
protection, which include the Archdiocese of St. Paul and
Minnesota, which has yet to obtain approval of a $155 million plan
to pay off victims.
According to reports, the Crosiers and claimants have agreed on a
$25.5 million compensation plan for abuse victims. The law firm of
Gaskins Bennett Birrell Schupp LLP, the special insurance counsel
for the Debtors and insurers Twin City Fire Insurance Company and
Hartford Accident and Indemnity Company reached a settlement of
their insurance disputes, which settlement is central to the
Debtors' ability to compensate their creditors and reorganize in
Chapter 11. However, the settlement "is not yet fully documented,"
according to the firm.
Crosier Fathers and Brothers Province, Inc. is a Minnesota
nonprofit corporation that is the civil counterpart of the
religious entity known as the Canons Regular of the Order of the
Holy Cross Province of St. Odilia, whose members are referred to as
Crosiers.
The Crosier Fathers and Brothers was founded in 1210 by Blessed
Theodore de Celles and companions. At more than 800 years old, it
is one of the oldest Roman Catholic religious orders of priests and
brothers.
The name Crosier is derived from the French word croises -- signed
with the cross. There are about 350 Crosiers today worldwide, with
the Phoenix community having 45 members. The order has two large,
vibrant communities in the United States -- one in Phoenix,
Arizona, and the other in Onamia, Minnesota.
Two other provinces, located at St. Agatha Monastery in the
Netherlands and in Bandung, Indonesia, are not part of the
bankruptcy filing.
Crosier lives are spent in service. Crosiers are involved in a wide
range of ministries serving the Church and those in need, including
parish assistance, retreat work, spiritual direction, elder care,
veterans ministry, immigrant outreach, and jail ministry. Crosiers
also assist their brothers in charity and unity, by prayer and
daily activities.
Sex Abuse Scandal
Rev. Thomas A. Enneking, osc, president of the Province, explains
that prior to moving to Phoenix, Arizona, the Province was
headquartered in St. Paul, Minnesota, for many years. The Onamia
community operated a school known as the Crosier Seminary in Onamia
between 1922 and 1989. The school provided four years of high
school education and two years of college education for young men
who were considering a vocation of religious life or the
priesthood. In 1989, faced with declining enrollment and financial
troubles, the Crosier Seminary closed.
Unfortunately, according to Rev. Enneking, the sex abuse scandal
that has plagued so many entities within the Catholic Church has
also affected the Debtors both in their civil and religious
capacities. In the early 2000's the Province and Onamia received a
number of claims, including claims arising from abuse that occurred
at the Crosier Seminary and claims relating to various other places
(including several Dioceses and Archdioceses) where Crosiers had
served as teachers or priests.
The Debtors were deeply saddened and devastated by this news, and
took proactive steps to deal with the crisis, including: (i)
identifying others who had been harmed, (ii) implementing policies
and programs to prevent future abuse; and (iii) assisting
survivors. To discern a path for the future that would ensure
safety of children and vulnerable people, compensate survivors, and
ensure accountability going forward, the Debtors gathered
information, including consulting with professionals in the field.
Representatives of the Debtors attended a gathering of the
Conference of Major Superiors of Men that was specifically
scheduled to address the response of religious men to the sex abuse
crisis. In addition, the Debtors provided counseling and other
services to survivors who came forward to them (in addition to
compensation to survivors).
In June 2002, the Province hired the Minnesota-based law firm
Faegre & Benson, LLP, to conduct an investigation of present and
past allegations of abuse by members. In conjunction with that
investigation, it was discovered that the most recent allegation
was of abuse that had occurred in the early 1980's. In other
words, there were not claims or allegations of any current abuse.
The prior provincial at the time, Father Carkhuff, sent letters of
apology to various groups and invited any unidentified survivors to
come forward. These letters were also published in Crossview, a
Province publication, as were the results of the Faegre & Benson
audit.
As a result of their information gathering and the 2002 audit, the
PSO has adopted a strengthened sexual misconduct policy, based upon
the principles in the statement adopted by the Conference of Major
Superiors of Men regarding abuse of minors. The intent of the
policy is to ensure the Crosiers are doing all they can to protect
the people they serve and earn the trust of the public.
Reorganization Cases
When Minnesota and Hawaii opened windows allowing claims for abuse
to be filed within a specific period regardless of whether the
statute of limitations had previously run, the Province and Onamia
were named in 57 lawsuits. Some of those lawsuits have been
settled in the last several years; however, as of the filing of the
reorganization cases, 43 lawsuits remain unresolved.
The Province and Onamia are no longer able to deal with these
claims and settle them one by one which had been its past practice.
The Debtors lack the financial resources to deal with the large
number of contemporaneous claims now pending against them.
Additionally, the Debtors have limited insurance. Their sole
insurers, the Twin City Fire Insurance Company and Hartford
Accident and Indemnity Company, commonly referred to as Hartford,
filed a declaratory judgment action against the Debtors which is
currently pending in Minnesota.
"It is my understanding that if Hartford's position on coverage
prevails, it could significantly affect the resources that are
available to resolve the pending claims. Because of the Debtors'
limited resources, the importance of their mission and ministry,
the need to balance their obligation to the survivors and to their
members who are not responsible for these problems, and the desire
to find a fair and equitable way to compensate the survivors, we
made the decision to file these cases," Rev. Enneking said.
Insurance Disputes And Settlement
The declaratory judgment action was filed in December 2015. The
Debtors were facing impending fact and expert discovery cutoffs in
the next several months and a trial date early the following year.
As a result, the Debtors were facing the necessity to expend
substantial resources to litigate the issues with Hartford and run
the risk of not only a decision that would severely limit insurance
coverage but also resulting in years of litigation through trial
and possibly appeals which would also delay the ultimate resolution
of the remaining sex abuse claims and divert the Debtors' limited
resources to litigation costs rather than in compensating
survivors.
After extensive negotiations, the Debtors and Hartford have been
able to settle the declaratory judgment action with an agreement
with Hartford for a substantial contribution to a plan of
reorganization in exchange for releases and policy buybacks. The
Debtors and Hartford will be seeking approval of the settlement.
The Debtors have also worked with primary plaintiffs' counsel in
this matter and believe they have a framework for a consensual plan
of reorganization based upon the agreed contribution from Hartford
and the contribution by the Debtors to fund a plan of
reorganization.
The collective goal of the Debtors, Hartford and plaintiffs'
counsel is to move these Chapter 11 cases expeditiously in a manner
that results in fair, equitable and timely compensation to those
who have been harmed.
A copy of Rev. Enneking's affidavit explaining the bankruptcy
filing is available at:
http://bankrupt.com/misc/Crosier_9_Affidavit.pdf
First Day Pleadings
On the Petition Date, the Debtors submitted applications to hire:
(i) Quarles & Brady LLP as General Reorganization and
Restructuring Counsel;
(ii) Keegan, Linscott & Kenon, P.C. as Accountant and Financial
Consultant,
(iii) Gaskins Bennett Birrell Schupp LLP as special insurance
counsel; and
(iv) Larson King LLP as special litigation counsel.
According to court filings, the Debtors also intend to hire UpShot
Services LLC d/b/a JND Corporate Restructuring as noticing agent.
Judge Robert J Kressel is the case judge.
DELAWARE SPORTS: Taps Weaver Mavity Short as Financial Advisor
--------------------------------------------------------------
Delaware Sports Complex, LLC seeks approval from the US Bankruptcy
Court for the District of Delaware to employ Weaver, Mavity, Short
Associates, LLC as financial advisor.
Professional services the Advisor will render are:
(a) provide monthly accounting and bookkeeping support to
enable internal financial statements to be prepared on a monthly
basis;
(b) prepare financial statements in accordance with accounting
principles generally accepted in the United States of America based
on information provided by the Debtor;
(c) apply accounting and financial reporting expertise to
assist in presentation of financial statements without undertaking
to obtain or provide any assurance that there are no material
modifications that should be made to the financial statements in
order for them to be in accordance with accounting principles
generally accepted in the United States of America; and
(d) prepare the federal and state income tax returns for
Delaware Sports Complex, LLC for the years ended December 31, 2016
and 2017, as well as throughout the bankruptcy proceedings.
David Short, a partner at Weaver, Mavity, Short Associates, LLC,
attests that the firm is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).
The Firm's hourly rates are:
David Short and any other CPA $150
Other Employees $80
The Firm can be reached through:
David Short, CPA
WEAVER, MAVITY, SHORT ASSOCIATES, LLC
117 Bay Street # F
Easton, MD 21601
Tel: (410)820-8400
Fax: (410)822-5681
About Delaware Sports Complex
Delaware Sports Complex, LLC owns the Delaware Sports Complex, a
180-acre state-of-the art indoor and outdoor sports facility for
training and play. Located in Middletown, Delaware, the complex
serves as a hub for tournaments of all different sports.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 17-11175) on May 23, 2017. Daniel
Watson, manager signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
DEXTER AXLE: S&P Puts 'B+' CCR on Watch Neg Amid KPS Acquisition
----------------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating and 'B+'
issue-level ratings on Novi, Mich.-based Dexter Axle Co. on
CreditWatch with negative implications.
"The CreditWatch negative placement follows Dexter Axle Co.'s
announcement that it has entered into a definitive agreement to be
acquired by KPS Capital Partners L.P.," said S&P Global Ratings
analyst Daniel Lee.
"The CreditWatch placement reflects our limited information
regarding the transaction. When resolving the CreditWatch, we will
discuss the strategic implications of the sale and the new capital
structure with the company's management team. While the specific
terms of the transaction have not been disclosed, we do not expect
Dexter's leverage to meaningfully improve from its already elevated
levels. We intend to resolve the CreditWatch placement once we have
a better understanding of the financial sponsor's operating plans
and pro forma capital structure. We will likely lower our corporate
credit rating on the company by one notch if its credit metrics
continues to remain at current levels, on a sustained basis, or if
the company continues to pursue its aggressive debt-driven growth
strategy," S&P said.
"We will continue to monitor the developments related to this
transaction. We expect to resolve the CreditWatch placement within
90 days, after we review the new financial sponsor's operating
plans and financial policy objectives, as well as Dexter Axle's new
capital structure," S&P continued.
EAGLE'S NEST: Taps Phillips & Thomas as Legal Counsel
-----------------------------------------------------
Eagle's Nest Holistic Mental Health, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Kansas to hire legal
counsel.
The Debtor proposes to hire Phillips & Thomas LLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.
George Thomas, Esq., the attorney designated to represent the
Debtor, will charge an hourly fee of $350. Phillips & Thomas
received $8,000 in connection with its employment.
Mr. Thomas disclosed in a court filing that the firm and its
members are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
George J. Thomas, Esq.
Phillips & Thomas LLC
5200 W. 94th Ter., Suite 200
Prairie Village, KS 66207
Phone: (913) 385-9900
About Eagle's Nest Holistic
Mental Health Inc.
Eagle's Nest Holistic Mental Health, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No.
17-20956) on May 24, 2017. At the time of the filing, the Debtor
estimated assets of less than $100,000 and liabilities of less than
$1 million.
EARTH PRIDE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Earth Pride Organics, LLC 17-13816
501 Richardson Drive
Lancaster, PA 17603
Lancaster Fine Foods, Inc. 17-13819
501 Richardson Drive
Lancaster, PA 17603
Business Description: Earth Pride Organics --
http://earthprideorganics.com-- is a family
owned holding company that includes American
Specialty Foods, Lancaster Fine Foods, EPX
Trucking and CO Nolt's Bakery Supply.
Headquartered in Lancaster, PA each EPO
subsidiary shares the commonality of
specialty food and creates a vertically
integrated organization.
Lancaster Fine Foods, Inc --
http://www.lancasterfinefoods.com--
manufactures and sells food. The Company
offers barbeque sauces, mustards, salsas,
marinades, hot sauces, chutneys, cheese
spreads, and other common condiments.
Chapter 11 Petition Date: May 31, 2017
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Eric L. Frank
Debtors' Counsel: Paul Brinton Mashchmeyer, Esq.
MASCHMEYER KARALIS P.C.
1900 Spruce Street
Philadelphia, PA 19103
Tel: (215) 546-4500
E-mail: pmaschmeyer@cmklaw.com
Estimated Estimated
Assets Liabilities
--------- -----------
Earth Pride Organics $1M-$10M $1M-$10M
Lancaster Fine Foods $1M-$10M $1M-$10M
The petitions were signed by Michael S. Thompson, managing member.
A copy of Earth Pride Organics's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/paeb17-13816.pdf
A copy of Lancaster Fine Foods' list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/paeb17-13819.pdf
EAST VILLAGE: Has Cash Access, Required to File Plan by July 15
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York signed a Final Consent Order authorizing East
Village Properties, LLC, and its debtor-affiliates to use EVF1
LLC's cash collateral.
As set forth in the Payoff Statements, the amount of the EVF1's
claims against the Debtors' estate is a sum of not less than
$145,428,538, as of Petition Date, on loans secured by certain real
properties owned by the Debtor (the "Properties").
EVF1 has agreed to the Debtors' use of cash collateral to operate
the Properties.
Pursuant to an agreement between EVF1 and the Debtors, the Debtors
have agreed to use their best efforts to adhere, under the
direction of their manager, GC Realty Advisors LLC, to the agreed
upon schedule to file a Plan of Reorganization and Disclosure
Statement by or before June 15, 2017.
If the Plan is not confirmed by Sept. 15, 2017, EVF1 LLC may move
on an expedited basis to terminate the Debtors' exclusivity periods
and (a) EVF1 may elect not to proceed with its obligations under
the Plan on account of the Debtors' failure and/or inability to
confirm the Plan by the deadline, or (b) in the event that the
Debtor revokes its Plan, EVF1 may propose its own Plan of
Reorganization for the Debtors, subject to the terms and conditions
of the Agreement. In such case, the Debtors and their affiliates
will have no right to object to such EVF1 LLC's Plan, provided the
EVF1 LLC's Plan adheres to the Agreement.
The Debtors have entered into a Property Management Agreement with
Silverstone Property Group, LLC, for the purposes of permitting
Silverstone to operate the Properties on a day to day basis, which
obligations include the collection of any and all cash collateral
generated at the Properties from May 19, 2017 through and including
the date of confirmation of a Chapter 11 Plan, and to pay, subject
to approval by Silverstone Property Group and GC Realty, operating
expenses and payroll.
All cash collateral collected by Silverstone Property Group from
the Properties will be deposited into bank accounts which were
established by Silverstone in the name of each respective debtor.
Any and all disbursements made from the SPG Property Accounts must
be approved by GC Realty, however, emergency repairs and ordinary
course expenses will not require GC Realty approval.
Any surplus from the cash collateral will be retained by EVF1
consistent with the Agreement as additional Adequate Protection and
any deficiency will constitute a protective advance.
The Debtors are directed to continue to provide Silverstone
Property Group access to, and copies of, any and all non-privileged
files in their possession related to management of the Properties,
as well as all original leases in their possession.
EVF1 will, in its sole discretion, be entitled to make protective
advances to pay outstanding pre- and post-petition real estate
taxes due at the Properties, or any other reasonable pre and
post-petition expenses, including, without limitation, maintenance
and other capital expenditures, which include, but are not limited
to, renovations and capital improvements to vacant units at the
Properties. EVF1 will also be permitted to make Advances to pay
tenant buyouts/surrender agreements.
EVF1 will also be entitled to utilize its cash collateral to pay
outstanding postpetition real estate taxes due at the Properties or
any other postpetition expenses related to the Properties. Any
remaining cash collateral may be utilized as Advances by EVF1 to
pay other post-petition obligations due at the Properties. The
amount of any such Advances will be added to the EVF1's secured
claim against the Debtors' estates as a superpriority
administrative expense claim.
Advances made by EVF1 in relation to property related obligations
will not dilute the payment of $9,500,000 to be paid to the
Debtors' Estates to fund the Debtors' Plan.
The sum of $282,000 initial professional fees will also be advanced
from and in reduction of the sum of $675,000, from the Debtors'
funds that are currently being held in escrow by EVF1. In
addition, upon the filing of the Plan, EVF1 will advance the
additional sum of $100,000 to the Debtors' counsel which
post-retainer retainers will not be drawn down without prior
application in accordance with the Bankruptcy Code. Any remaining
sums from the Escrow Funds will be applied by EVF1 to pay
postpetition real estate taxes at the Properties.
In addition, pending confirmation of a chapter 11 plan in the
Chapter 11 cases, GC Realty Advisors will continue to be the
manager of all of the Debtors, responsible for all legal and
financial matters, for which it will receive $10,000 per month for
a maximum of six months.
As adequate protection for any diminution in EVF1's collateral as
security for the Loans, EVF1 will receive:
(a) A superpriority administrative expense claim and valid and
perfected replacement security interests in and liens on, all of
the Debtors' right, title and interest in and to all assets and
properties of the Debtors, subject only to the carve-out.
(b) A valid perfected and enforceable security interests on all
of the Debtors' pre- and post-petition assets, including but not
limited to the collateral described in the Loan Documents together
with the proceeds and products thereof, including but not limited
to accounts receivable and rental income.
The Carve out consist of:
(1) fees due to the U.S. Trustee;
(2) all accrued and unpaid claims for unpaid fees, costs, and
expenses, payable to estate professionals, retained by the Debtors
whose retention is approved by the Court, not to exceed $1,000,000;
(3) the fees due GC Realty Advisors; and
(4) no more than $25,000 for the commissions, fees and expenses
of any chapter 7 trustee appointed in these cases.
A full-text copy of the Order, dated May 19, 2017, is available at
https://is.gd/0xgKgF
EVF1 LLP is represented by:
Jerold C. Feuerstein, Esq.
Jason S. Leibowitz, Esq.
KRISS & FEUERSTEIN LLP
360 Lexington Avenue, Suite 1200
New York, New York 10017
Phone: (212) 661-2900
E-mail: jfeuerstein@kandfllp.com
jleibowitz@kandfllp.com
About East Village Properties
East Village Properties, LLC, and its affiliates own 15
multi-family residential apartment buildings in the east village of
New York City.
East Village Properties sought Chapter 11 protection (Bankr. S.D.
N.Y. Lead Case No. 17-22453) on March 28, 2017, estimating assets
and liabilities of less than $50,000. The petitions were signed by
David Goldwasser, authorized signatory of GC Realty Advisors LLC,
manager.
Judge Robert D. Drain is assigned to the case.
ELECTRONIC SERVICE: May Use Cash Collateral Until July 1
--------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has granted Electronic Service Products
Corporation interim authorization to use cash collateral until July
1, 2017.
As reported by the Troubled Company Reporter on May 24, 2017, the
Debtor sought court permission to use cash collateral in which PNL
Asset Management LP and CTCIC may assert or have lien, in the
ordinary course of its business. The Debtor is in immediate need
of the use of cash collateral in order to pay ongoing operating
expenses including payroll, rent, taxes, insurance, procurement of
supplies and materials, utilities, and other ongoing operating
expenses. The proposed interim operating budget reflects total
expenses in the aggregate sum of $37,617.
The Debtor will be entitled to use cash collateral to meet all
necessary business expenses incurred in the ordinary course of its
business and statutory quarterly Chapter 11 fees payable to the
Office of the U.S. Trustee. The use of cash collateral is
necessary to continue the operations and for the benefit of the
estate.
The use of cash collateral will be in accordance with the proposed
budget:
Bills Monthly Amount
----- --------------
Electric $1,021.25
Insurance (business) $2,742.84
Insurance (health) $2,709.12
Mileage & Gas for Trucks $537.50
Misc Supplies (kitchen & office) $161.25
Office Supplies $750.00
Oil $120.00
Post-Petition Payroll Obligations $22,360.00
Telephone $349.00
Rent $2,000.00
Taxes $845.84
Trash $103.96
Water & Sewer $60.00
Quaterly Fees OUST $216.67
$33,977.43
Projected Gross Monthly Income $45,000.00
Projected Net Monthly Income $11,022.57
The Debtor grants, in favor of secured creditors (PNL Phoenix, LLC,
& CTCIC), a post-petition security interest and lien against the
Debtor's assets to the same extent and priority that the creditors
held prior to the filing of the Debtor's Chapter 11 Petition for
relief.
In addition, any priority to which the secured creditor(s) may be
entitled or become entitled under Section 507(b) of the code will
be subject and subordinate to a carve-out of such liens for amounts
payable by the Debtor i) under Section 1930(a)(6) of Title 28 of
the United States Code; ii) for Debtor's post-petition wages and
employment taxes.
Approved fees and expenses of the Debtor's and any appointed
Committee's professionals.
A copy of the court order is available at:
http://bankrupt.com/misc/ctb17-30704-19.pdf
About Electronic Service Products
Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.
Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017. William Hrubiec,
president, signed the petition. The Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Ann M. Nevins.
The Debtor is represented by William E. Carter, Esq., at the Law
Office of William E. Carter, LLC.
ELENA DELGADILLO: Trustee Selling Oakland Property for $430K
------------------------------------------------------------
Irma Edmonds, Chapter 11 Trustee for Elena Delgadillo, asks the
U.S. Bankruptcy Court for the Eastern District of California to
authorize the sale of residential real property commonly known as
1920 82nd Avenue, Oakland, California, APN #43-4565-18-2, to Sajnil
Shah and Marin Kemnec for $430,000, subject to overbid.
A hearing on the Motion is set for June 29, 2017 at 10:30 a.m.
One of the assets of the Estate consists of the Estate's right,
title, and interest in and to the property in Oakland, California.
After the Trustee's appointment in the case, and based on her
investigation of the Property, the Trustee elected to employ
Coldwell Banker Residential Brokerage, a real estate brokerage
firm, and specifically Stephanie Davis of said firm, as her real
estate agent.
Pursuant to the efforts of the Agent, the Trustee received an offer
to purchase the Property from the Buyers, subject to Court approval
and overbidding. The Trustee accepted the offer from the Buyer.
The parties' agreement is evidenced by the Residential Purchase
Agreement and Joint Escrow Instructions and Addendum No.1 thereto,
and Seller Counter Offer No. 1.
The salient terms of the Purchase Agreement are:
a. Purchase Price: $430,000
b. Deposit: $10,000
c. The proposed sale of the Property and the Purchase Agreement
are subject to Bankruptcy Court approval through the granting of
the Motion.
d. The Buyer will pay the Purchase Price and close escrow 15
days after the filing of the Court's Order approving the Motion.
Furthermore, the Buyer will pay its allocated costs of the sale,
pursuant to the Purchase Agreement, on the Closing Date.
e. The Seller will pay the allocated costs of the sale, pursuant
to the Purchase Agreement, on the Closing Date.
f. The Seller will pay her prorated share of real property taxes
and assessments secured against the Property (including the costs
to cure any delinquencies related thereto) and utilities related to
the Property.
g. The Seller will pay or agree to withholding from the sale
proceeds any amounts required to be paid or withheld for state or
federal taxes arising from the sale.
h. The Buyer's obligation to purchase the Property is contingent
upon: (i) the Buyer's review and approval of title to the Property
and of the condition of the Property; and (ii) the Buyer obtaining
a loan in the amount of $322,500, at an interest rate not to exceed
5% from a conventional lender to finance the portion of the
Purchase Price not being paid in cash. The respective contingency
periods are set forth in the Purchase Agreement, with the longest
period related to financing requiring satisfaction within 21 days
after full execution of Purchase Agreement.
i. The Buyer will have 10 days from acceptance of the Purchase
Agreement within which to complete all of its investigations and
either waive all contingencies or cancel the Purchase Agreement.
j. The Buyer will acquire the Property in its "as is, where is,"
"with all faults" condition. The Trustee is making no
representations or warranties, directly or indirectly, with respect
to the condition or history of the Property and has no duty to
inquire or investigate or provide any disclosures related to the
Property.
k. The Title to the Property will be subject to all liens or
encumbrances for real property taxes and/or assessments which are
not delinquent as of the close of escrow.
l. From the sale proceeds, the Trustee intends to pay at Closing
to Sacramento Lopez, a secured creditor with a lien on the Property
arising from the recordation of an abstract of judgment, the
residual Seller funds after payment of all of the foregoing (Seller
closing costs, the broker commission, prorated taxes and
assessments, payment or reserve for taxes arising from the sale,
etc.), with Mr. Lopez's lien attaching to such residual sale
proceeds until paid. Other than the Lopez lien, Trustee is not
aware of any other secured interests against the Property. If any
other monetary liens are discovered to exist against the Property,
delivery of title free and clear of such other monetary liens may
require the cooperation and consent of any lien holders.
m. The Trustee, on behalf of the Estate, will cause the Motion
and all papers related thereto to be filed for a hearing on the
Motion as soon as possible.
n. The proposed sale to Buyer is subject to overbidding at the
hearing on the Motion. If no overbids for the Property are made,
or if the Buyer is the highest bidder for the Property at the
hearing on the Motion, the Deposit will be applied to the Purchase
Price or the highest price bid by Buyer at the hearing on the
Motion, whichever is greater. If a Qualified Overbidder outbids
the Buyer, the Buyer will remain obligated to buy the Property at
the Purchase Price or its highest bid, if the overbidder fails to
close and the Buyer is the next highest bidder on the Property. If
a Qualified Overbidder outbids Buyer and closes its purchase of the
Property, then the Purchase Agreement will terminate and the
Deposit will be returned to Buyer.
The Trustee has determined, after consulting with the estate's CPA,
that the estate will incur federal and state tax liability on the
proposed sale. The precise amount of that liability cannot
presently be determined due to certain variables being either
unknown or changeable. Among these is the possibility that the
federal and/or state tax laws may change while this case proceeds.
Moreover, the amount of the administrative expenses in this case is
not yet known. In addition to certain assumptions in those
respects, the Trustee and her CPA have also been required to assume
certain facts as to the Debtor's initial purchase of the Property
and her activities thereon since that date.
Based on the CPA's assumptions, however, the Trustee believes the
taxes on the proposed sale will not exceed $32,400 (federal and
state combined). Should the purchase price increase through
overbidding, the Trustee proposes to reserve an additional 30% of
the incremental overbid. While the proposed sale will not generate
funds in excess of the total of the outstanding secured real
property taxes, closing costs, commission, the taxes arising from
the sale, and the sizable Lopez lien, the sale will result in the
further substantial pay-down of the Lopez claim. Payment of these
sums, especially partial pay-down on the Lopez lien, will move the
Trustee one step closer to concluding her administration in the
case.
In light of the Trustee's intention to pay the residual sale
proceeds to Mr. Lopez, through escrow, the Trustee anticipates that
the estate will not net any funds from the proposed sale other than
what is required to pay all sale-related expenses and either
payment of or reserve for taxes. Again, the estate and its
creditors will be well served by the proposed sale, primarily
through the further pay-down of Mr. Lopez's claim.
The salient terms of the bidding procedures are:
a. Overbidder Deposit: $10,000
b. Initial Overbid: $435,000
c. Bid Increments: $2,000
d. In the event a Qualified Overbidder outbids the Buyer, the
Buyer's offer to purchase the Property pursuant to the terms of the
Purchase Agreement will be maintained, for a period of 30 days
after the conclusion of the hearing on the Motion, as a back-up
offer (with the Purchase Price based on the highest bid made by
Buyer at the hearing on the Motion). Any such back-up offer will
become effective upon the overbidder's failure to close in
accordance with the terms of the Purchase Agreement, as may be
modified by the court, so long as the Buyer's Purchase Price is the
next highest bid for the Property. In any event, the Purchase
Agreement will terminate and the Deposit will be returned to Buyer
upon close of escrow for the sale of the Property by any successful
Qualified Overbidder.
The Trustee required the professional services of Agent to act as
the estate's agent to market and sell the Property. By separate
application, the Trustee sought approval by the Court to employ the
Agent on behalf of the Estate pursuant to the terms of a listing
agreement filed therewith.
The Listing Agreement provides for the Agent to receive a
commission of 6% of the sales price of the Property. Based on her
experience as a trustee in this district, the Trustee believes such
a commission is within the range of customary and reasonable fees
charged and paid in the area for professional brokerage services in
connection with residential real estate such as the Property. In
consideration of the Agent's efforts to market the Property and
obtain Buyer's offer to purchase the Property, and consistent with
the terms of the court-approved Listing Agreement, the Trustee asks
authorization to pay the commission to Agent, upon closing of
escrow, from the sales proceeds.
The Trustee is informed and believes that Agent is disinterested
within the meaning of the Bankruptcy Code for purposes of this
engagement. In particular, as described in the Purchase Agreement,
the Agent represents only the Trustee in this transaction and the
Buyer is represented by another agent, Real Estate Broker. The
Trustee understands that, if payment of the commission to the Agent
is approved by the Court, the Agent will be sharing half of the
commission to Real Estate Broker at closing as a cooperating agent
on this transaction.
The Trustee believes that Agent has carried and continues to carry
out her responsibilities under the Listing Agreement, that the
payment of the commission is for reasonable services, necessarily
incurred for the benefit of the estate, and that the commission
should be paid from escrow pursuant to the Listing Agreement, on a
final basis.
The Trustee has concluded that the Purchase Price of $430,000 is a
fair and reasonable price for the Property. This conclusion is
based primarily on the Trustee's review with her Agent of property
values for similarly situated properties in the area, and the
results of the Agent's marketing of the Property to date (listed at
$425,000).
In light of (i) the apparent value and condition of the Property;
and (ii) the Buyer's willingness to accept the Property "as is,"
without warranties, etc., the Trustee has concluded that the
Purchase Price of $430,000, and the other terms of the sale, are
fair and reasonable and in the best interests of the estate and its
creditors. The overbidding aspect of the Motion is designed to
elicit higher offers from interested parties.
Accordingly, the Trustee asks the Court to enter an Order
authorizing her to: (i) sell the Property to the Buyer on the terms
and conditions set forth and in the Purchase Agreement, or
alternatively to the successful Qualified Overbidder at the hearing
on the Motion on the terms set forth in the Purchase Agreement and
subject to any modifications ordered by the Court; (ii) pay the
commission to Broker/Agent required under the Listing Agreement
approved by separate motion upon the closing of the sale of the
Property; (iii) pay the reasonable and necessary costs and expenses
of closing through escrow, including the estate's pro-rata share of
real property taxes and assessments secured against the Property
and the amount of all delinquent taxes secured against the
Property, upon the closing of the sale from the sale proceeds
thereof; and (iv) pay at Closing to Sacramento Lopez, on account of
his abstract of judgment lien, the residual Seller funds after
payment of all required Seller closing costs, the broker
commission, prorated taxes and assessments, and a payment or
reserve for taxes arising from the sale, with Mr. Lopez's lien
attaching to such residual sale proceeds until paid.
Based on the CPA's assumptions, the Trustee believes that the taxes
on the proposed sale will not exceed $32,400 (federal and state
combined). Should the purchase price increase through overbidding,
the Trustee proposes to reserve an additional 30% of the
incremental overbid. While the proposed sale will not generate
funds in excess of the total of the outstanding secured real
property taxes, closing costs, commission, the taxes arising from
the sale, and the sizable Lopez lien, the sale will result in the
further substantial pay-down of the Lopez claim. Payment of these
sums, especially the partial pay-down on the Lopez lien, will move
the Trustee one step closer to concluding her administration in the
case.
About Elena Delgadillo
Elena Delgadillo filed a Chapter 11 petition (Bankr. E.D. Cal. Case
No. 16-90500) on June 9, 2016, and is represented by David C.
Johnston, Esq.
Irma Edmonds was appointed as Chapter 11 Trustee for the Debtor's
estate on Dec. 21, 2016 and continues to serves in that capacity.
The Trustee filed on March 16, 2017, an application to hire
Stephanie Davis of Coldwell Banker Residential Brokerage as real
estate agent. The application was approved by order filed March
23, 2017.
Attorneys for the Chapter 11 Trustee:
HEFNER, STARK & MAROIS, LLP
Howard S. Nevins, Esq.
Aaron A. Avery
2150 River Plaza Drive, Suite 450
Sacramento, CA
Tel: (916) 925-6620
Fax: (916) 925-1127
The real estate agent can be reached at:
Stephanie Davis
Realtor Associate
COLDWELL BANKER RESIDENTIAL BROKERAGE
6137 La Salle Ave, Oakland, CA 94611, USA
Phone: (510) 207-5209
E-mail: stephanie.davis@cbnorcal.com
ELITE AMBULANCE: Taps Minnillo & Jenkins as Legal Counsel
---------------------------------------------------------
Elite Ambulance Service, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Minnillo & Jenkins Co., LPA to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, assist in negotiations in connection with the sale
of its assets, and prepare a plan of reorganization.
The hourly rates charged by the firm are:
Paul Minnillo $300
Associate Attorneys $250
Paraprofessionals $100
The firm received a retainer in the amount of $10,000 from the
Debtor within one year prior to its bankruptcy filing. The
retainer was paid by Jeremy Woodward, the Debtor's principal.
Minnillo is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Paul J. Minnillo, Esq.
Minnillo & Jenkins Co., LPA
2712 Observatory Ave.
Cincinnati, OH 45208
About Elite Ambulance Service
Elite Ambulance Service, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-11881) on May 23,
2017.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $1 million.
Judge Beth A. Buchanan presides over the case.
EPR PROPERTIES: S&P Hikes Corp. Credit Rating From BB+
------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on EPR
Properties to 'BBB-' from 'BB+'. The outlook is stable.
EPR Properties (EPR) has demonstrated a commitment to funding
growth in a leverage-neutral manner and continues to improve its
key credit metrics.
S&P said, "At the same time, we affirmed the 'BBB-' issue-level
rating on EPR's senior unsecured notes. We also raised our
issue-level rating on the company's preferred shares to 'BB' from
'B+'."
"The upgrade of Kansas City, MO.-based EPR reflects our expectation
of improved credit metrics after its acquisition of the CNL
Lifestyles portfolio closed, which was largely financed with equity
issuance," said credit analyst Nader Abadi.
The stable outlook reflects S&P's view that EPR's leverage and
coverage metrics will strengthen as a result of the largely equity
financed transaction and S&P's expectation that the company will
sustain a moderately conservative financial policy, with debt to
EBITDA around 6.0x.
S&P said, "We could lower our corporate credit rating if EPR
stumbles in its build-to-suit development pipeline, or if it
aggressively pursues debt-financed acquisitions such that debt to
EBITDA is sustained in the high 6x area.
"While unlikely in the next two years, we could raise the ratings
on EPR if the company improves its credit protection measures such
that debt to EBITDA is sustained below the 4.5x area, with
fixed-charge coverage in the low-3x range. EPR should also maintain
its current favorable operating performance (including strong
occupancy and steady rent growth) after the full integration of the
acquired portfolio."
ESBY CORP: Wants Exclusive Plan Filing Deadline Moved to Sept. 29
-----------------------------------------------------------------
Esby Corporation, in an amended motion filed with the U.S.
Bankruptcy Court for the Middle District of North Carolina, asks
that the exclusive period during which only the Debtor may file a
plan of reorganization be extended to Sept. 29, 2017.
As reported by the Troubled Company Reporter on May 31, 2017, the
Debtor sought the extension of the exclusivity periods, but didn't
mention any specific dated.
The Debtor would show that cause exists to increase the exclusive
periods in the case at hand on the basis that the Debtor needs
additional time to formulate, propose and solicit acceptance of a
plan. The Debtor assures the Court that the requested extension is
not an attempt to pressure creditors into the acceptance of a
plan.
In addition, the Debtor would show that its secured creditors in
the case are all, upon information and belief, adequately secured.
The Debtor's income is based upon real property ownership and
rental. The Debtor said it is attempting to find means to increase
its rental income to more readily facilitate the funds for a plan.
A copy of the Debtor's Amended Motion is available at:
http://bankrupt.com/misc/ncmb17-50228-44.pdf
About Esby Corporation
Esby Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins &
DeMay, PLLC, serves as the Debtor's bankruptcy counsel.
FANNIE MAE & FREDDIE MAC: Moelis Charts Rational Restructuring Path
-------------------------------------------------------------------
Landon Parsons and Michael Diyanni at Moelis & Company LLC released
a blueprint yesterday to restructure Fannie Mae and Freddie Mac.
"Adults finally entered the room," Troubled Company Reporter
editors quipped, complimenting the proposal's agnostic view about
the competing political views and sound reasoned business judgment
about the economics. The blueprint:
(A) preserves America's 30-year fixed-rate mortgage product
and promotes American homeownership for decades to come;
(B) brings taxpayer funding of any GSE losses to an end over a
four-year period by winding down the line of credit from Treasury
and allowing the GSEs to restore capital;
(C) redeems Treasury's $187.5 billion of senior preferred
stock in full and allows Treasury to retain the $80 billion excess
the GSEs have repaid for a better-than-10% rate of return to
Treasury;
(D) paves the way for Treasury -- meaning taxpayers -- to
capture $75 billion of $100 billion of additional value on account
of its common stock warrants;
(E) respects more than 200 years of established American
corporate law, contract law and insolvency law; and
(F) requires no action by Congress, the Courts, or other GSE
shareholders.
"While there is much to agree with in the current industry
proposals, we believe that our Blueprint represents the only
feasible and credible path forward," according to the memorandum
explaining the detailed plan.
"Our Blueprint does not rely on an unlimited and/or implicit
guarantee provided by the federal government. Instead, ongoing
government support is provided via the existing $258 billion PSPA
commitments. As such, our Blueprint explicitly limits taxpayer
risk to not exceed this remaining commitment amount. Furthermore,
our Blueprint substantially reduces this risk over time in two
ways. First, the remaining PSPA commitment partially steps down as
capital is built by the GSEs, effectively replacing government risk
with private capital. Second, we envision a risk-sharing mechanism
whereby the Treasury continues to provide the then-reduced PSPA
commitment, but shares that risk with the capital or reinsurance
markets through participations or quota share reinsurance. These
efforts would reduce Treasury's PSPA exposure from $258 billion to
less than $150 billion.
Non-litigating GSE shareholders Paulson & Co. and Blackstone GSO
Capital Partners reportedly hired Moelis, as financial advisors, to
craft and present the blueprint. A full-text copy of the blueprint
is available at http://gsesafetyandsoundness.com/at no change.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Fannie Mae's brother -- the Federal
Home Loan Mortgage Corporation, better known as Freddie Mac (OTCBB:
FMCC) -- http://www.FreddieMac.com/-- was established by Congress
in 1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets. Together, Fannie and
Freddie insure $5 trillion of quality U.S. mortgage obligations.
FARMERS GRAIN: Wants to Use Cash Collateral Through July 11
-----------------------------------------------------------
Farmers Grain, LLC, asks the U.S. Bankruptcy Court for the District
of Idaho for authorization to use cash collateral to pay the
expenses from June 1, 2017, through the date of the final hearing
on this motion, which is July 11, 2017.
The amount of cash collateral sought to be used on an interim basis
for the period of June 1, 2017, through July 11, 2017, pending the
final hearing, is approximately $4,140,154 from the sale of
services, goods and equipment and continuing thereafter in
accordance with the projected operating expenses budget. If the
Debtor is not permitted to use cash collateral to pay operating
expenses, the Debtor will be unable to continue its business
operation (including paying payroll expenses), and will in all
likelihood be unable to fund the plan.
To the extent grain producers claim or hold a prepetition statutory
lien in the Debtor's inventory or cash collateral, the Debtor
proposes continuing the prepetition liens, postpetition, in those
items. In the Debtor's view, all of these producers have valid
liens on the grain and proceeds thereof. Further, the Debtor will
hold sufficient cash collateral to pay these producers during the
interim period.
To the extent it claims a prepetition lien in the Debtor's cash
collateral, the Debtor proposes granting a post-petition adequate
protection lien to Rabo AgriFinance, LLC, to the same extent that
it had a lien prepetition, against the Debtor's post-petition cash
collateral. In addition, the Debtor proposes a monthly adequate
protection payment to Rabo in the amount of $100,000.
Additionally, the Debtor proposes an additional adequate protection
lien to Rabo in the Debtor's motor vehicles, to the extent of the
cash collateral used by the Debtor, and only to extent Rabo's
Petition Date security position in the remaining assets (in which
Rabo held a prepetition lien) is otherwise decreased or impaired by
the Debtor's use of cash collateral, taking into account the value
of the remaining collateral, the pre-petition producer liens held
by the grain producers, and all adequate protection payments made
to Rabo.
In the Debtor's best estimate, the Debtor will continue to collect
income of approximately $2,663,774 per month from the sale of
services, goods/products and equipment, which is the cash
collateral the Debtor seeks authorization to use. In accordance
with the requirements of 11 U.S.C. Sec. 363(c)(4), the proceeds
will be segregated into a separate bank account.
The Debtor does not have sufficient income to continue its
operations without the use of cash collateral, and seeks
authorization to use cash collateral on an interim basis and on a
continuing basis during 2017 and 2018 to pay operating expenses.
A copy of the Revised Motion is available at:
http://bankrupt.com/misc/idb17-00450-38.pdf
About Farmers Grain LLC
Based in Nyssa, Oregon, Farmers Grain LLC buys and sells grain,
dry, soya, and inedible beans. Farmers Grain holds a fee simple
interest in a real property located at 110, 114, & 255 King Ave.
in Nyssa, including all structures and other fixtures valued at
$4.13 million.
Farmers Grain sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 17-00450) on April 18, 2017. The
petition was signed by Galen Jantz, manager. The case is assigned
to Judge Terry L. Myers. At the time of the filing, the Debtor
disclosed $14.10 million in assets and $15.55 million in
liabilities.
FBX3 LLLP: Disclosure Statement Hearing Set for June 27
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia is
set to hold a hearing on June 27, at 10:30 a.m., to consider
approval of the disclosure statement, which explains the proposed
Chapter 11 plan for FBX3, LLLP.
The hearing will take place at the Federal Justice Center, Plaza
Building, 600 James Brown Blvd (9th St), Augusta, Georgia.
Objections are due by June 22.
About FBX3 LLLP
FBX3, LLLP sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. Ga. Case No. 16-10496) on April 4, 2016. The
petition was signed by Michael D. Tomberlin, authorized
representative.
Judge Susan D. Barrett presides over the case. Todd Boudreaux,
Esq., at Boudreaux Law Firm, represents the Debtor as bankruptcy
counsel.
At the time of the filing, the Debtor disclosed $6.04 million in
assets and $2.65 million in debts.
FLOUR MOUNTAIN: Intends to Use Northstar Bank Cash Collateral
-------------------------------------------------------------
Flour Mountain, LLC, doing business as Mellow Mushroom, asks the
U.S. Bankruptcy Court for the Northern District of Texas for
interim authorization to use the proceeds of assets on which
Northstar Bank of Texas asserts a first priority lien and security
interest in accord with the Budget.
The Debtor has an immediate need for the use of cash collateral
pending a final hearing on its Motion since the Debtor lacks
sufficient unencumbered cash to fund its business operation.
The Debtor has formulated a budget for the use of cash collateral
for the period from May 25 through Sept. 7, 2017, reflecting total
expenses in the aggregate sum of $341,776. The Budget includes all
reasonable, necessary and foreseeable expenses to be incurred in
the ordinary course of business pending a final hearing.
The Debtor asserts that the use of cash collateral is vital to its
ability to finance its operations and the availability of
sufficient working capital and liquidity which is crucial to the
confidence of its employees, suppliers, vendors and customers, as
well as to the preservation and maintenance of the going-concern
value and other values of the bankruptcy estate.
In consideration for the interim use of cash collateral, and as
adequate protection for any diminution of the interest of Northstar
Bank in prepetition collateral, the Debtor will provide Northstar
Bank an additional and replacement security interests and liens.
A full-text copy of the Debtor's Motion, dated May 29, 2017, is
available at https://is.gd/RkKNNW
About Flour Mountain
Flour Mountain, LLC, operates a Mellow Mushroom restaurant. It is
a franchisee under an agreement with Home Grown Industries, the
franchisor of Mellow Mushroom restaurants. Mellow Mushroom is a
pizzeria chain featuring craft beer, calzones and creative
stone-baked pizzas.
Flour Mountain is an affiliate of Greenville Dough, LLC, Melkinney,
LLC, and Quality Franchise Restaurants, which sought bankruptcy
protection (Bank. N.D. Tex. Case Nos. 17-31858 to 17-31860) on May
5, 2017.
Flour Mountain filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 17-32052), on May 25, 2017. Luis Gonzalez, managing member,
signed the petition. At the time of filing, the Debtor estimated
less than $50,000 in assets and $1 million to $10 million in
estimated liabilities.
The case is assigned to Judge Barbara J. Houser.
The Debtor is represented by Robert Thomas DeMarco, Esq., at
DeMarco-Mitchell, PLLC.
No trustee or examiner has been appointed, and no official
committee of creditors has yet been established.
FOREST PARK MEDICAL: Court Okays Disclosures, Confirms Plan
-----------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Northern District of Texas has approved Forest Park Medical Center,
LLC's disclosure statement on a final basis and confirmed the
Debtor's first amended plan of liquidation.
As reported by the Troubled Company Reporter on Feb. 27, 2017, the
Debtor filed with the Court on Feb. 20, 2017, a disclosure
statement for holders of claims in Class 1 in connection with the
Debtor's first amended plan of liquidation. The funding for the
Plan comes from two sources: the HCA Proceeds (amounting to
approximately $400,000, after the payment ad valorem tax claims)
and the consenting secured creditors' carve-out (originally
amounting to approximately $2,200,000). Distributions to certain
holders of allowed claims in Class 1 and Class 3 are being
effectuated by the reallocation of funds that would otherwise be
distributed to the Other Entities on account of their Allowed
Administrative Claims. Distributions to holders of Allowed
Professional Fee Claims and the Financing Claim and payment of all
Wind Down Expenses are being funded from a partial reallocation of
funds that would otherwise be distributed to the Other Entities on
account of their Allowed Administrative Claims and utilization of
the HCA Proceeds (following payment ad valorem tax claims).
About Forest Park
Forest Park Medical Center, LLC, based in Dallas, Texas, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
16-40302) on February 21, 2016. The Debtor estimated $10 million
to $50 million in both assets and liabilities. The petition was
signed by David Genecov, chairman of the Board of Managers. Howard
Marc Spector, Esq., at Spector & Johnson PLLC, serves as counsel to
the Debtor.
FREDERICKSBURG PARK: Telegraph Hill Wants to Block Cash Use
-----------------------------------------------------------
Telegraph Hill Investments, LLC, and David D. Horstick ask the U.S.
Bankrutpcy Court for the Eastern District of Virginia to prohibit
Fredericksburg Park, LLC, from using their joint cash collateral.
The Debtor's schedules indicate that it owns seven parcels of real
property in the City of Fredericksburg that were assembled for a
mixed-use development and that it receives rental income from the
Real Estate. THI and Mr. Horstick are affiliated parties, and they
have liens against the Real Estate to secure money owed to them by
the Debtor. The notes that secure THI and Mr. Horstick's liens
matured in February 2017 but were not paid by the Debtor. THI
commenced foreclosure proceedings against the Real Estate, and the
foreclosure sale was scheduled for May 2, 2017. Within a few hours
of the scheduled foreclosure sale, the Debtor filed this case,
seeking protection under Chapter 11 of the U.S. Bankruptcy Code.
On Feb. 5, 2015, the Debtor executed a promissory note in favor of
THI in the original principal amount of $3,437,500. Despite the
fact that the THI Note matured and was due and payable on Feb. 5,
2017, the Debtor failed to pay the indebtedness when it became due.
On Feb. 5, 2015, the Debtor executed a promissory note in favor of
Mr. Horstick in the original principal amount of $300,000. THI and
Mr. Horstick say that despite the fact that Horstick Note No. 1
matured and was due and payable on Feb. 5, 2017, the Debtor failed
to pay the indebtedness when it became due.
On Feb. 5, 2015, the Debtor executed a promissory note in favor of
Mr. Horstick in the original principal amount of $111,967. THI and
Mr. Horstick state that despite the fact that Horstick Note No. 2
matured and was due and payable on Feb. 5, 2017, the Debtor failed
to pay the indebtedness when it became due.
The Debtor's obligations under the THI Note, Horstick Note No. 1
and Horstick Note No. 2 otherwise are secured by first- and
second-priority liens pursuant to a certain Deeds of Trust, dated
Feb. 5, 2015, against all of the real estate of the Debtor.
Pursuant to the Deeds of Trust, THI and Mr. Horstick have a lien
and an assignment of all of the rents derived from the Property.
The rents derived from the property constitute cash collateral.
THI and Mr. Horstick have communicated to the Debtor that they do
not consent to the Debtor's use of their cash collateral.
A copy of the Motion is available at:
http://bankrupt.com/misc/vaeb17-32287-27.pdf
THI and Mr. Horstick are represented by:
Bruce E. Arkema, Esq.
Kevin J. Funk, Esq.
DURRETTECRUMP, PLC
Bank of America Center
1111 East Main Street, 16th Floor
Richmond, Virginia 23219
Tel: (804) 775-6900
Fax: (804) 775-6911
E-mail: barkema@durrettecrump.com
kfunk@durrettecrump.com
About Fredericksburg Park
Based in Stafford, Virginia, Fredericksburg Park LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 17-32287) on May 2, 2017. Andrew S. Garrett, president of
Garrett Development Corporation, manager, signed the petition.
The Debtor estimated its assets and debt at $1 million to $10
million.
The case is assigned to Judge Keith L. Phillips.
The Debtor hired Chung & Press P.C. and Goodall, Pelt, Carper &
Norton P.C., as legal counsel.
GLORIA MONTANO: Clark Buying Santa Barbara Property for $700K
-------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court Central
District of California will convene a hearing on June 2, 2017 at
1:30 p.m. to consider Gloria Montano's sale of real property
located at 827 Cheltenham Road, Santa Barbara, California, to Peter
S. Clark for $700,000 plus $50,797 as transaction costs.
The Property is subject to liens and the priority of each lien is
in dispute.
The Property was originally owned by Leonard Scifers, who is now
deceased. The Bank of New York Mellon Trust Co., National
Association, as successor to JPMorgan Chase Bank N.A., Indenture
Trustee for Residential Asset Mortgage Products, Inc., GMAC
Mortgage Loan Trust 2004-GH1 ("BONY") loaned Mr. Scifers money in
2004, which was allegedly secured by a promissory note and deed of
trust creating a lien on the Property. However, the title company
never recorded any such deed. The Debtor was not yet on the title
to the Property at that time. Subsequently, Mr. Scifers executed a
Grant Deed conveying the Property to himself and Debtor as joint
tenants. Mr. Scifers later died and the Debtor became the sole
owner of the Property. After Mr. Scifers' death, the Debtor took
out a loan on the Property with Athas on or about August of 2015
also secured by a promissory note and deed of trust creating a lien
on the Property. Unlike the BONY transaction, the Athas lien was
properly recorded.
Athas and BONY both filed adversary proceedings against each other
and against the Debtor: The Bank of New York Mellon Trust Co. adv.
Gloria Montano, et al., Case No. 9:16-ap-01014-DS; Athas Capital
adv. Gloria Montano, et al., Case No. 9:16-ap-01041-DS. The claims
as between the lenders are for relative lien priority.
The BONY Adversary complaint includes cause of action for: (i)
Nondischargeability of Debt; (ii) Declaratory Judgment; (iii)
Equitable Subrogation; (iv) Imposition of an Equitable Lien; and
(v) Determination of Validity, Priority or Extent of Lien. The
Athas Adversary complaint (i) Declaratory Relief; (ii)
Non-Discharability of Debt; and (iii) Fraud (the Fraud claim is
against Debtor for allegedly failing to notify Athas of the BONY
indebtedness). Both adversary proceedings are pending before the
Court.
Though the parties have attempted to mediate their disputes and
actually reached a global agreement at one point, Athas ultimately
refused to sign the settlement agreement causing the settlement to
collapse. Athas has presented a Demand Loan Payoff dated April 27,
2017 in the total amount of $491,828. The payoff demand from BONY
is currently $249,852 (with a $40,000 contribution from American
Title Co. the amount becomes $209,852. In addition, BONY and Athas
have informed the Debtors' counsel that their respective title
companies agree to contribute to escrow in order to reduce the
payoff demands.
The expected contributions from the respective title companies and
the resulting payoff demands are:
a. BONY: A Resulting Payoff Demand of $209,852 (Original Payoff
Demand of $249,852 plus Expected Contribution from Title Company of
$40,000 (First American Title Co.)
b. Athas: A Resulting Payoff Demand of $458,863 (Original Payoff
Demand of $493,827 plus Expected Contribution from Title Company of
$35,000 (WFG Title Co.)
The Debtor and the Purchaser entered into Residential Purchase
Agreement and Joint Escrow Instructions dated April 4, 2017 for the
sale of the Property at a sale price of $700,000. The sale is free
and clear of liens or interests, with all contingencies waived, and
"as is, where is," without any representations or warranties of any
kind from the Debtor. Due to the daily accrual of interest
obligations, the Buyer's desire to expedite the process, and the
fact that the Property has been on the market for over a year and a
half, the Debtor asks to expedite the process and asks that the
Court considers the Second Motion on two days of notice with a
closing date to closely follow.
An initial escrow of $21,000 was made by the Buyer when the Debtor
tentatively accepted the offer. An additional escrow of $180,000
was made May 4, 2017, in order to assure the Court that the Buyer
has ample funds and is very serious and motivated to complete the
sale. Also, the Buyer has obtained pre-approval to borrow the
remaining amount ($500,000). In the event the pre-approval is in
any way affected because of the condition of the Property, the
Buyer will, if needed, deposit $550,000 into escrow and provide
proof at the hearing on the Second Motion.
At the present time with the increase in the purchase amount by
$50,000 in costs paid by the Buyer, both Secured Lenders will be
paid in full as of the closing of the sale. Accordingly, it is
expected that the Secured Lenders will consent to the sale at the
Hearing.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Gloria_Montano_131_Sales.pdf
The Debtor has obtained the highest and best price for the Property
through adequate marketing and/or comparable sales analyses.
Accordingly, the Debtor is confident the proposed transaction is
the highest and best offer that the Property will receive.
Moreover, the secured creditors have agreed to the sale whereby
they will be paid in full. At the same time, their payoff demands
are growing by the day. Accordingly, after the First Motion was
not approved, the Debtor adjusted to pay the secured creditors in
full while obtaining reductions in the broker commission and the
Debtor's attorneys' fees.
The Debtor asks that the Court disburses the proceeds of the sale
as follows: (i) $209,852 to BONY; (ii) $493,827 to Athas; (iii)
$28,000 to the Brokers; (iv) $42,000 to the Debtor's counsel (upon
approval of a Final Fee Application); and additional fees, costs
and prorations according to the Seller's Settlement Statement –
Estimated, as may be adjusted in accordance with usual and
customary practices with no funds going to the Debtor.
The Debtor submits that a sufficient business justification exists
for selling the Property as a sale is the only way for the estate
to obtain any value with respect to the Property. As noted, the
house is in poor condition and has been on the market for almost
two years. Though the Debtor was able to procure a buyer at one
point, said buyer backed out because of the poor condition of the
house. The present Buyer has made a cash offer on an 'as-is, where
is' basis. All other parties-in-interest have had more than
sufficient time to find a better offer. Consequently, the Debtor
is confident that the Buyer's present offer and the condition of
the Property constitute a sound business justification for selling
the Property pursuant to the Proposed Sale.
Accordingly, the Debtor asks the Court to enter an Order approving
the (i) sale of the Property free and clear of liens or interests;
(ii) payment of closing costs related thereto, including brokerage
commissions and attorneys' fees; and (iii) disbursement of funds to
the lien creditors identified in full satisfaction of those
claims.
Counsel for the Debtor:
Edie Walters, Esq.
Anthony O. Egbase, Esq.
Sedoo Manu, Esq.
A.O.E. LAW & ASSOCIATES
350 South Figueroa Street, Suite 189
Los Angeles, CA 90071
Telephone: (213) 620-7070
Facsimile: (213)-620-1200
E-mail: ediewalt@aoelaw.com
Gloria Montano sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 15-12191) on Nov. 4, 2015. The Debtor's Chapter 11 petition
identified both her primary residence (1215 Miracanon, Santa
Barbara, California) and the property at 827 Cheltenham Road, Santa
Barbara, California, as the main assets of the estate.
GOODMAN NETWORKS: Prepackaged Plan Declared Effective May 31
------------------------------------------------------------
The effective date of Goodman Networks Incorporated, et al.'s
Chapter 11 Plan of Reorganization occurred May 31, 2017, according
to the Debtors' attorneys.
On May 4, 2017, the Honorable Marvin Isgur entered an order
confirming the Debtors' Amended Joint Prepackaged Chapter 11 Plan
of Reorganization and approving the explanatory Disclosure
Statement.
Stephen M. Pezanosky, Esq., at Haynes And Boone, LLP, said May 31
filing that each of the conditions precedent to consummation of the
Plan enumerated in Article IX of the Plan have been satisfied or
waived in accordance with the Plan and the Confirmation Order.
Requests for payment of accrued professional compensation claims
must be filed and served on the Reorganized Debtors by July 31,
2017, which is the first business day that is 60 days after the
Effective Date.
All proofs of claim with respect to claims arising from the
rejection of executory contracts or unexpired leases, pursuant to
the Plan or the Confirmation Order, if any, must be filed with the
Solicitation Agent and served on the Reorganized Debtors no later
than June 30, 2017, which is the first business day that is 30 days
after the effective date of such rejection.
The Reorganized Debtors are using American Stock Transfer & Trust
Company, LLC as the custodian for the Noteholder Common Stock, the
Goodman MBE Group Common Stock, and the New PIK Preferred Stock
issued pursuant to the Plan.
Questions about the distributions made on the Effective Date may be
directed to Kurtzman Carson Consultants LLC, the notice and
solicitations agent retained by the Debtors, by:
(a) calling the Debtors' restructuring hotline at (877)
726-6511;
(b) visiting the Debtors' restructuring Web site at
http://www.kccllc.net/goodman
(c) writing to the Solicitation Agent at 1290 Avenue of the
Americas, 9th Floor, New York, NY, 10104; or
(d) e-mailing the Solicitation Agent at
goodmanballots@kccllc.com
Under the Confirmed Plan, the secured notes claims of $325 million
will receive their pro rata share of $25 million in cash, $112.5
million of new 8% senior secured notes due 2022, new
payment-in-kind preferred stock in reorganized Goodman having an
initial liquidation value of $105 million, and shares of new common
stock in Reorganized Goodman representing 42% of the common stock
of Reorganized Goodman on the Effective Date. General unsecured
claims will be paid in full in cash. All holders of existing
Goodman Interests will maintain ownership (on a pro rata basis) of
7.9% of the common stock in Reorganized Goodman.
About Goodman Networks
Goodman Networks, along with two of its affiliates, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 17-31575) on March 13, 2017, citing
decreased demands for its services and increased debt as a result
of a series of strategic acquisitions in 2013. The Debtors
commenced the Chapter 11 cases after reaching an agreement with 75%
noteholders and 80% shareholders on the terms of a comprehensive
balance-sheet restructuring. The Debtors, which provide end-to-end
network infrastructure and professional services to
telecommunications industry, and installation and maintenance
services for satellite communications, have $325 million of
outstanding debt in the form of 12.125% senior secured notes due
July 2018, as disclosed in the bankruptcy filing.
Goodman Networks estimated $100 million to $500 million in assets
and liabilities.
The Debtors have hired Kirkland & Ellis LLP as general counsel,
Haynes and Boone, LLP as local counsel, Jefferies LLC as financial
advisor, FTI Consulting, Inc. as restructuring advisor, June Creek
Interests as crisis manager and Kurtzman Carson Consultants, LLC as
noticing, claims and balloting agent.
Counsel to the Consenting Noteholders are Michael S. Stamer, Esq.,
Meredith Lahaie, Esq., and Sara Lynne Brauner, Esq. of Akin Gump
Strauss Hauer & Feld LLP.
GRACIOUS HOME: June 22 Auction of All Assets Set
------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District Court of New York approved bidding procedures
proposed by Gracious Home, LLC, and its affiliates that contemplate
a sale of substantially all of their assets by auction on June 22,
2017.
A hearing on the Motion was held on May 31, 2017.
The salient terms of the Bidding Procedures are:
a. Stalking Horse Bids and Bid Protections: The Debtors will
continue to solicit a "Stalking Horse Bid," and the Stalking Horse
Agreement governing the Stalking Horse Bid that memorializes the
proposed Sale by and between the Stalking Horse Bidder and the
Debtors for the Assets will be binding on the Stalking Horse Bidder
and will set the floor for all Qualified Bids at the Auction.
b. Good Faith Deposit: No less than 10% of the consideration of
any such Qualified Bid
c. Minimum Bid: Each Qualified Bid must provide for
consideration that is in an amount not less than the sum of the
consideration set forth in the Form APA; provided however, if there
is a Stalking Horse Bid for the Assets designated prior to the Bid
Deadline, the consideration must be in the amount of the Stalking
Horse Overbid.
d. Break-up Fee: 3% of the total consideration of the Stalking
Horse Bid
e. Bid Protections: A Break-up Fee not to exceed 3% of the total
consideration of the Stalking Horse Bid, plus an Expense
Reimbursement not to exceed $150,000
f. Stalking Horse Overbid: $150,000
g. Bid Deadline: June 16, 2017 at 4:00 p.m. (PET)
h. Auction: The Auction will take place on June 22, 2017 at
10:00 a.m. (PET) at 45 Rockefeller Plaza, Suite 2000, New York, New
York.
i. Bidding Increments: $150,000
j. Objection Deadline: June 23, 2017 at 5:00 p.m. (PET)
k. Sale Hearing: June 27, 2017 at 10:00 a.m. (PET)
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Gracious_Home_309_Order.pdf
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry.
About Gracious Home
Founded in 1963, Gracious Home LLC began as a small neighborhood
hardware store on Manhattan's Upper East Side. Today, it Gracious
Home operates a housewares and home furnishings business at
various
leased retail store and warehouse locations and an internet-based
business, all under the name "Gracious Home." Its retail
locations
are located at:
(a) 1992 Broadway, New York, NY 10023;
(b) 1210-1220 Third Avenue, New York, NY;
(c) 1201 Third Avenue, New York, NY 10021; and
(d) 45 West 25th Street, New York, NY 10010.
Gracious Home LLC and its affiliates filed for bankruptcy
protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016.
The Debtors estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk,
Dipasquale, Della Ferra & Sodono, P.C., as counsel; Saul Ewing LLP
as special employment counsel; and K&L Gates LLP as special
intellectual property counsel. The Debtors also tapped B. Riley &
Co. as restructuring advisor; A&G Realty Partners, LLC, as real
estate advisor; and Prime Clerk LLC as claims and noticing agent.
The Office of the U.S. Trustee on Jan. 6, 2017, appointed five
creditors to serve on an official committee of unsecured
creditors.
The Committee retained Seward & Kissel LLP as counsel, and Wyse
Advisors, LLC, as financial advisor.
GREENVILLE DOUGH: May Use AccessBank's Cash Until June 26
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized Greenville Dough, LLC, et al., to use AccessBank Texas'
cash collateral on an interim basis.
A final hearing will be held on June 26, 2017, at 9:00 a.m. to
consider the continued use of cash collateral.
A copy of the court order is available at:
http://bankrupt.com/misc/txnb17-31858-36.pdf
AccessBank asserts it has perfected security interests and liens in
substantially all of the Debtors' assets. AccessBank asserts all
proceeds of the collateral, and all cash from the product,
offspring, rents or profits from the collateral, constitute cash
collateral.
The Debtors do not have sufficient unencumbered cash or other
assets with which to continue to operate their respective
businesses operations in Chapter 11. The Debtors require immediate
authority to use cash collateral to continue those business
operations without interruption toward the objective of emerging
from Chapter 11. The Debtors' use of cash collateral is necessary
to avoid immediate and irreparable harm to their respective
bankruptcy estates pending the final hearing. AccessBank asserts
that it will not be adequately protected without conditioning the
Debtors' use of cash collateral on the observance of the provisions
of the interim court order.
Greenville will pay no adequate protection payments to AccessBank
for the period reflected in the Greenville Budget. Melkinney will
pay to AccessBank an adequate protection payment of $4,765, the
payment to be made on or before May 31, 2017. QFR will pay to
Access an adequate protection payment of $1,700, the payment to be
made on or before May 31, 2017.
AccessBank is granted replacement liens as adequate protection.
About Greenville Dough
Dallas, Texas-based Greenville Dough, LLC and its affiliates own
and operate Mellow Mushroom franchise restaurants.
On May 5, 2017, Chapter 11 petitions were filed by Greenville
Dough, LLC (Bankr. N.D. Tex. Case No. 17-31858) and affiliates
McKinney, Texas-based Melkinney, LLC (Case No. 17-31859) and
Frisco, Texas-based Quality Franchise Restaurants (Case No.
17-31860). The petitions were signed by Monte Jensen, managing
member of Greenville Dough.
Greenville Dough and Quality Franchise each estimated assets at
between $100,000, and $500,000 and liabilities at between
$1 million and $10 million. Melkinney, LLC, estimated assets at
between $500,000 and $1 million and liabilities at between $1
million and $10 million.
Judge Barbara J. Houser presides over the cases.
Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as
the Debtors' bankruptcy counsel.
GUP'S HILL PLANTATION: Hearing on Disclosures OK Set for July 13
----------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina will hold on July 13, 2017, at 10:30
a.m. a hearing to consider the approval of Gup's Hill Plantation,
LLC's disclosure statement dated May 17, 2017, referring to the
Debtor's plan of reorganization.
Objections to the Disclosure Statement must be filed by July 5,
2017.
About Gup's Hill
Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn,
commercial and residential real estate properties, and timberland
properties.
Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka
Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D.
S.C. Case No. 15-04386) on Aug. 18, 2015. The Hon. David R. Duncan
presides over the case. Carl F. Muller, Esq., at Carl F. Muller,
Attorney At Law, P.A., serves as the Debtor's counsel. The
petition was signed by Bettis C. Rainsford, sole member.
HANCOCK FABRICS: Exclusive Solicitation Extended to June 30
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Hancock
Fabrics, Inc., et al., the period during which the Debtors have the
exclusive right to solicit acceptances of a Chapter 11 plan through
and including June 30, 2017.
As reported by the Troubled Company Reporter on May 16, 2017, the
Debtors requested the extension to permit them to complete the
solicitation process that has commenced following the May 5 entry
of the court order approving, inter alia, the Debtors' second
amended disclosure statement for their second amended joint Chapter
11 plan of liquidation; and seek confirmation of their second
amended joint Chapter 11 plan of liquidation at the hearing set for
June 12, 2017, at 10:30 a.m., without the delay or expense of a
contested plan process.
About Hancock Fabrics
Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics". Hancock has 4,500
full-time and part time employees. The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of Oct. 31, 2015, and
an Internet store under the domain name
http://www.hancockfabrics.com/
Hancock Fabrics, Inc., and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on
Feb. 2, 2016. Dennis Lyons, the senior vice president and
chief administrative officer, signed the petitions. Judge
Brendan Linehan Shannon is assigned to the jointly administered
cases.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
dba Real Estate Advisors as real estate advisors, and Kurtzman
Carson Consultants, LLC, as claims and noticing agent.
The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million. The Debtors owed its trade vendors
approximately $21.2 million as of Jan. 31, 2016.
Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.
HERTZ GLOBAL: S&P Affirms 'B+' Corp. Credit Rating
--------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B+' corporate
credit rating on Hertz Global Holdings Inc. and its major operating
subsidiary Hertz Corp. The outlooks are stable.
S&P said, "At the same time, we assigned our 'BB' issue-level
rating and '1' recovery rating to Hertz Corp.'s proposed $1 billion
second-lien secured notes due 2022. The '1' recovery rating
indicates our expectation that lenders would receive very high
recovery (90%-100%; rounded estimate: 90%) of their
principal in the event of a payment default.
"Additionally -- based on the proposed transaction and additional
information regarding the distribution of assets among the various
Hertz entities -- we lowered our issue-level rating on Hertz
Corp.'s unsecured notes to 'B-' from 'B' and revised the recovery
rating on the notes to '6' from '5'. The '6' recovery rating
indicates our expectation that lenders would receive negligible
recovery (0%-10%; rounded estimate: 0%) of their principal in the
event of a payment default."
S&P said, "We also raised our issue-level rating on Hertz Holdings
Netherlands B.V.'s unsecured euro notes to 'BB-' from 'B' and
revised the recovery rating on the notes to '2' from '5'. The '2'
recovery rating indicates our expectation that lenders would
receive substantial recovery (70%-90%; rounded estimate: 85%) of
their principal in the event of a payment default."
Hertz plans to use the proceeds from the proposed second-lien notes
to repay its debt.
"Over the last few years Hertz has experienced multiple operating
issues, many of which are specific to Hertz Global Holdings Inc.
(the parent of the Hertz, Dollar, and Thrifty brands)," said S&P
Global credit analyst Betsy Snyder. "These issues include the
accounting restatements and corrections that concluded in July 2015
and the premium the company paid for Dollar Thrifty in 2012, which
has led to impairment charges."
More recently, Hertz has also suffered from excess capacity, which
has weakened its pricing, and lower-than-expected used car prices,
which have hurt the residual value of the company's vehicles and
increased its vehicle depreciation expense when the vehicles are
sold. While the rental car industry has been negatively affected by
excess supply, which has led to lower pricing and declining
proceeds from sales due to the weaker used car prices, Hertz's
major competitors -- Enterprise Holdings Inc. (parent of the
Enterprise, National, and Alamo brands) and Avis Budget Group Inc.
(parent of the Avis and Budget brands) -- have not been affected as
heavily as it has. Hertz's problems appear to be related to its
fleet mix, which currently comprises a significant number of older
and smaller vehicles that are less appealing to both renters and
purchasers. Hertz is attempting to rectify these problems by
improving its customer service and IT systems. Additionally, while
Hertz's margins have weakened, the company still benefits from a
strong global presence and widely recognized brand.
The stable outlook on Hertz reflects S&P's expectation that the
company's credit metrics will remain relatively consistent over the
next year due to continued pressure on used car prices and a modest
improvement in its pricing, including a FFO-to-debt ratio in the
high teens percent area.
S&P said, "We could lower our ratings on Hertz over the next year
if the company's operating performance weakens further, which could
be caused by continued weak pricing or weaker-than-expected used
car prices that lead its FFO-to-debt ratio to decline below 15% on
a sustained basis."
Although unlikely, S&P could raise our ratings on Hertz over the
next year if better-than-expected earnings, due to stronger volumes
or pricing, cause its EBIT interest coverage to improve to at least
1.1x while its FFO-to-debt ratio increases to the low 20% area on a
sustained basis.
HPE TRANSPORTATION: In Chapter 11 to Keep Trucks and Trailers
-------------------------------------------------------------
HPE Transportation, LLC, said in a court filing that it filed for
Chapter 11 bankruptcy to avoid repossession of several tractor
trucks and trailers threatened by various secured claimants.
HPE Transportation is a limited liability company organized under
the laws of the State of New Jersey that operates as an
over-the-road trucking company, primarily transporting frozen or
refrigerated goods across the United States.
The company was formed in April 2011 by the Debtor's designated
representative, manager and sole member, Paul Meiseles, who has
over 43 years of experience in the trucking and over-the-road
hauling industry. The Debtor's headquarters is located in Newport
News, Virginia.
The Debtor owns or leases a fleet of approximately 12 tractor
trucks and 15 trailers. As of the Petition Date, it employs 10
drivers and 4office employees.
In filing for bankruptcy, the Debtor said it hopes to reorganize
its business, restructure its debt, and preserve the company's
going concern for the benefit of its creditors
The primary secured creditor is RTS Financial Services, Inc., which
has a claim of $221,000 on account of an accounts receivable
financing or "factoring". Other claimants include Small Business
Financial Solutions, LLC; The Smarter Merchant; and, Corporation
Service Company, as Representative.
http://bankrupt.com/misc/vaeb17-50784-6.pdf
About HPE Transportation
Headquartered in Newport News, Virginia, HPE Transportation, LLC,
is a privately held company engaged in the business of freight
forwarding.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 17-50784) on May 26, 2017, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Paul Meiseles, manager/sole member.
Judge Frank J. Santoro presides over the case.
HPE TRANSPORTATION: Seeks to Access Cash, DIP Factor Facility
-------------------------------------------------------------
HPE Transportation, LLC, seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to use cash collateral
through and including July 31, 2017, and enter into a factoring
agreement with RTS Financial Services, LLC.
RTS Financial Services, Inc. ("RTS"), is an accounts receivable
financing or "factoring" company. Since August of 2011, accounts
and accounts receivable of the Debtor have been subject to
factoring agreements between the Debtor and RTS.
Per the Factoring Agreement, RTS has continually purchased the
Debtor's Accounts for upwards of 96% - 98% of the face value
thereof, reserving the right to demand repurchase by the Debtor of
all unpaid Accounts. Prior to the Petition Date, RTS made such
demand upon the Debtor.
RTS has further communicated that it will not purchase additional
Accounts unless and until the Debtor has obtained approval of its
motion to use cash collateral and enter into the proposed DIP
Factor Facility.
The Debtor believes that, as of May 26, 2017, RTS' claim against
the Debtor and the Debtor's bankruptcy estate is approximately
$221,000.
The Debtor believes that RTS maintains a properly perfected
security interest in the Cash Collateral of the Debtor.
Other claimants that may assert a security interest in the cash
collateral include Small Business Financial Solutions, LLC; The
Smarter Merchant; and, Corporation Service Company, as
Representative.
The Debtor requires the interim use of cash collateral to fund its
business operations in accordance with the proposed budget, and
under the restrictions of the interim court order. The Debtor also
requires approval of the DIP Factor Facility to fund its
operations, and to ensure immediate and consistent cash flow
throughout its Chapter 11 reorganization.
The parties have agreed to a termination date, i.e. "the Debtor's
use of Cash Collateral and the DIP Factor Facility [will be
approved] on an interim basis for the period through and including
the later of July 31, 2017 at 11:59 PM or the hearing scheduled by
the Court on continued or final approval of the Debtor's use of
Cash Collateral and the DIP Factor Facility."
The Debtor proposes that: (i) RTS, as adequate protection, be
allowed to collect, receive and retain all proceeds of prepetition
accounts that, as of the Petition Date, remain unpaid; (ii) the
Debtor turnover any proceeds of Prepetition Accounts that it
receives directly to RTS; and (iii) RTS be granted superpriority
status and a priming lien on cash collateral, as well as first
priority lien and security interest in all assets and property of
the Debtor.
The Debtor continues to investigate and acquire information
necessary to determine the validity extent and priority of all
liens against the Cash Collateral. Based on current information
and belief, RTS' security interest in the cash collateral is
superior to other potential secured claimants.
DIP Factor Facility
The Debtor wishes to continue factoring its postpetition Accounts
with RTS. Pursuant thereto, the Debtor and RTS have reached the
agreement provided for in the DIP Factor Facility.
The pertinent terms of the DIP Factor Facility include:
1. An "Account" means any right to payment for services rendered
by or on
behalf of the Debtor.
2. "Account Debtor" means a person or other entity, which is
obligated to pay the Account.
3. Debtor agrees to present and sell all of its Accounts arising
from its business operations to RTS, which Accounts RTS may, in its
sole discretion, elect to purchase.
4. Such Accounts purchased by RTS are to be paid directly by
such Account Debtor to RTS, and any Account proceeds received by
the Debtor with regard to a purchased Account are to be held in
trust for and immediately delivered to RTS.
5. The purchase price for each purchased Account shall be the
net amount of such Account, less RTS' fee of 2.00% of such net
amount. "Net amount" means the gross amount of the Account less any
discount or allowance of any nature allowed to the Account Debtor
(the "Factor Fee").
6. The Factor Fee is subject to commensurate adjustment based on
changes in the U.S. Prime Rate.
7. Payment of the purchase price to the Debtor is to be made as
follows:
i. Upon presentation of an acceptable Account to be
purchased, RTS will advance the purchase price less the security
reserve to the Debtor;
ii. RTS will at all times maintain on deposit with RTS a
minimum security reserve of $2,000. In addition, for every
$100,000 of unpaid Accounts purchased by RTS from Debtor, RTS will
withhold an additional security reserve in the amount of $2,000
from each such additional $100,000.00 of unpaid Accounts; and,
iii. RTS will (i) remit each $2,000 increment of security
when and as the total unpaid Accounts falls below the $100,000
amount for which such security was required; and (ii) remit the
remaining minimum $2,000 security reserve or any remaining security
reserve upon the termination of the Agreement.
9. All Accounts purchased by RTS are purchased with full
recourse, and RTS maintains the right to demand that the Debtor
repurchase any purchased Account. Unpaid Accounts must be
repurchased by the Debtor within one hundred and twenty (120) days
of when due. No interest shall accrue on unpaid Accounts.
10. RTS may recover from the Debtor all reasonable and necessary
attorneys fees, court costs and expenses.
11. RTS may terminate the DIP Factor Facility upon 90 days'
notice, during which period RTS shall continue to factor Accounts
in a manner consistent with its purchases prior to the termination
notice. RTS may also terminate the DIP Factor Facility upon 60
days' notice prior to the end of either the initial or renewal
term.
The DIP Factor Facility includes a "Special Stipulation," which
provides that should the Debtor's monthly minimum factor amount
exceed $300,000, the Factor Fee will decrease from 2.00% to 1.50%.
The DIP Factor Facility also includes a personal guaranty by Mr.
Meiseles.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/vaeb17-50784-6.pdf
About HPE Transportation
Headquartered in Newport News, Virginia, HPE Transportation, LLC,
is a privately held company engaged in the business of freight
forwarding.
HPE Transportation filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case No. 17-50784) on May 26, 2017, estimating its
assets and liabilities at between $1 million and $10 million. The
petition was signed by Paul Meiseles, manager/sole member.
Judge Frank J. Santoro presides over the case.
Joseph T. Liberatore, Esq., at Crowley, Liberatore, Ryan & Brogan,
P.C., serves as the Debtor's bankruptcy counsel.
HUNTER FAN: S&P Affirms Then Withdraws 'B' Corp. Credit Rating
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Hunter Fan Co. and then withdrew the rating at the issuer's
request.
S&P said, "We subsequently withdrew all issue-level ratings,
including the 'BB-' issue-level rating and '1' recovery rating on
the $33 million revolver and $100 million first-lien term loan, and
the 'B-' issue-level rating and '5' recovery rating on the $55
million second-lien term loan. These facilities were repaid as part
of refinancing the new capital structure."
The outlook was stable at the time of withdrawal.
"The rating affirmation reflects the company's improved liquidity
profile after refinancing its capital structure in April 2017,"
said S&P Global Ratings credit analyst Stephanie Harter.
Previously, the company had a less-than-adequate liquidity
descriptor because of the upcoming maturity of the $33 million
revolving credit facility and the first-lien term loan in December
2017. Pro forma for the refinancing, we estimate Hunter Fan's debt
leverage was approximately 4.7x compared to 3.2x for the 12 months
ended Jan. 31, 2017 before the refinancing. The company had also
funded a leveraged divided to its existing shareholders that
modestly increased debt leverage.
INTERNATIONAL SEAWAYS: S&P Affirms B CCR & Rates Secured Loans BB-
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
International Seaways Inc. The outlook is stable.
Marshall Islands-based International Seaways Inc. plans to
refinance its credit facility. The company's subsidiaries, OIN
Delaware LLC and International Seaways Operating Corp., plan to
issue a $50 million superpriority senior secured revolver and a
$550 million senior secured first-lien term loan B.
S&P said, "At the same time, we assigned our 'BB-' issue-level and
'1' recovery ratings to the proposed $50 million superpriority
senior secured revolver and $550 million senior secured first-lien
term loan issued by OIN Delaware LLC and International Seaways
Operating Corp. The '1' recovery ratings indicate our expectation
for very high recovery in the event of a default on the revolver
(90%-100%; rounded estimate: 95%) and the term loan (90%-100%;
rounded ßestimate: 90%)."
S&p plans to withdraw its issue-level and recovery ratings on
International Seaway Inc.'s existing rated debt after it is
repaid.
The affirmation reflects S&P's belief that, although the company is
operating in a challenging international shipping market, the
refinancing transaction will not increase leverage significantly
and our forecast credit metrics remain appropriate for the rating.
International Seaways Inc. plans to use the proceeds from the
proposed term loan to refinance its credit facility and to fund
cash to its balance sheet to grow and modernize its fleet. S&P's
rating on International Seaways reflects the company's exposure to
the volatile and competitive international tanker market and
currently weak industry economic conditions.
The rating also reflects the company's decreased business diversity
and smaller size following its spinoff from Overseas Shipholding
Group Inc. (OSG) in November 2016. These issues are somewhat offset
by International Seaways' solid market position in the
international tanker industry, its long-tenured management team,
and its participation in commercial pools, which increase its
vessel utilization.
The stable outlook on International Seaways reflects S&P's
expectation that the company will maintain an FFO-to-debt ratio in
the teens percent area over the long term. In addition, S&P
believes that International Seaway's participation in commercial
pools will somewhat mitigate the inherent volatility in the
international shipping industry and market weakness.
S&P said, "We could lower our ratings on International Seaways in
the next 12 months if the company's earnings decline because of
continued weakness in TCE rates due to industry overcapacity,
causing its FFO to debt to decline below 8% for a sustained
period.
"Although unlikely, we could raise our rating on International
Seaways if conditions in the international shipping market improve,
causing the company's credit metrics to exceed our expectations
such that FFO to debt remains above 20% for a sustained period."
IOWA FERTILIZER: S&P Affirms B Rating on 2013 & 2016 Bonds
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings and revised the outlook
to stable from positive on Iowa Finance Authority's $1.194 billion
series 2013 and $145 million series 2016 tax-exempt bonds issued
for Iowa Fertilizer Co. (IFCo). The recovery rating of '1' is
unchanged, indicating the firm's expectation of very high
(90%-100%; rounded estimate 95%) recovery in the event of default.
Construction of the Iowa Fertilizer Co.'s (IFCo's) nitrogen
fertilizer plant located in Wever County, Iowa, was completed in
early April. The plant has begun producing ammonia, urea,
urea-ammonium nitrate (UAN), and diesel exhaust fluid (DEF), and
simultaneously is undergoing a number of mandatory equipment and
performance tests. While the plant is not yet producing at full
capacity, S&P expects the utilization to increase over time.
"The stable outlook reflects our view that the project will likely
pass the requisite equipment performance tests, achieve provisional
acceptance, satisfy the lenders reliability test, and show that
it's capable of performing according to specifications for an
extensive period," said S&P Global Ratings credit analyst Tony Mok.
"The outlook also reflects our expectation that nitrogen fertilizer
prices in the near term would remain at the same level as in 2016.
Due to delay in the start of production and our expectation of
gradual ramp-up to full capacity, we anticipate the DSCR over the
next 12 months would be close to 1.3x."
S&P said, "We would lower the rating if the project experiences
technical challenges in demonstrating its ability to operate
according to plan, which could lead to issues in ramping up to full
capacity; or once fully operational, if it cannot maintain a DSCR
above 1.25x, potentially because of depressed nitrogen fertilizer
prices or operating issues.
"We could potentially raise the rating if the fertilizer plant
ramps up and operates in line with our base-case projections, and
if the price of nitrogen fertilizer products rises for an extended
period, thus allowing the project to generate greater cash flows
and produce a DSCR coverage of at least 1.5x on a constant basis."
JEFFREY L. MILLER: Court Conditionally Approves Disclosures
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida issued
an order conditionally approving the disclosure statement filed by
Jeffrey L. Miller Investments, Inc.
Any written objections to the Disclosure Statement shall be filed
with the Court and served no later than seven days prior to the
date of the hearing on confirmation.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
July 19, 2017, at 9:30 AM in Tampa, FL-Courtroom 8A, Sam M. Gibbons
U.S Courthouse, 801 N. Florida Avenue.
Parties in interest shall submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than eight
days before the date of the Confirmation Hearing.
Objections to confirmation shall be filed with the Court and serve
no later than seven days before the date of the confirmation
hearing.
About Jeffrey L. Miller Investments
Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov.
23, 2016. The petition was signed by Jeffrey L. Miller, president.
The Debtor is represented by Buddy D. Ford, Esq., at Buddy D.
Ford,
P.A. The Debtor disclosed $6.54 million in assets and $4.18
million in liabilities at the time of the filing.
JENSEN INDUSTRIES: Disclosures Get Prelim OK; June 28 Plan Hearing
------------------------------------------------------------------
The Hon. Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted Jensen Industries, Inc.,
preliminary approval of the Debtor's amended disclosure statement
referring to the Debtor's amended combined plan of reorganization.
The hearing on objections to final approval of the Disclosure
Statement and confirmation of the Plan will be held on June 28,
2017, at 11:00 a.m.
The deadline to return ballots on the Plan, as well as to file
objections to final approval of the Disclosure Statement and
objections to confirmation of the Plan, is June 21, 2017.
The deadline for all professionals to file final fee applications
is July 12, 2017.
As reported by the Troubled Company Reporter on April 17, 2017, the
Debtor filed with the Court an amended disclosure statement to
accompany its plan of reorganization. The amendment provides more
detail regarding the Debtor's projections and corrects its
disclosure of the prior year's income.
About Jensen Industries
Jensen Industries, Inc., filed a Chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-31959) on Aug. 22, 2016. The petition was signed
by Kai Jensen, president. The Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
The case is assigned to Judge Daniel Opperman. The Debtor is
represented by Peter T. Mooney, Esq., at Simen, Figura & Parker,
PLC.
JOON INSTRUMENTAL: Wants to Use Cash to Ship Inventory
------------------------------------------------------
Joon Instrumental Music Corp. seeks authority from the U.S.
Bankruptcy Court for the District of Nevada for the use of cash
collateral for the continued operation of its business.
The Debtor has previously entered into an Inventory Financing
Agreement with GE Commercial Distribution Finance Corporation where
the Debtor would purchase inventory from vendors under two
financing plans. Wells Fargo eventually adopted the Inventory
Financing Agreement. The Inventory Financing Agreement was secured
against the Debtor's personal property, inventory, chattel paper,
accounts, equipment, general intangibles and fixtures.
In or around April 2017, the Debtor's inventory financing accounts
with Wells Fargo experienced an unexpected freeze which caused
issue with purchasing new inventory to be sold in order to generate
new revenue. Subsequently, on May 1, 2017, Wells Fargo initiated a
lawsuit for claim and delivery of the collateral held by Debtor in
the Eighth Judicial District Court of Nevada case number
A-17-755021-C.
Due to the Debtor's emergency filing of Chapter 11, certain
outstanding stock orders where not fulfilled by the Debtor's
vendors and as such, three prepaid customers in the amounts of
$1,854; $1,750; and $2,000 have demanded refunds due to Debtor's
inability to fulfill orders postpetition. Moreover, the Debtor has
received requests for two returns from previous sales in the
amounts of $1,027 and $500.
Since filing for bankruptcy, the Debtor's vendors had ceased
shipments of stock to the Debtor, which has already caused three
requests for refunds due to inability of Debtor to deliver.
Without the ability to at least ship the current inventory to new
product purchasers, the Debtor will be unable to maintain its
business and generate any income. Eventually, this will force
Debtor to cease business operations that ultimately detriments the
bankruptcy estate and the creditors too.
Accordingly, the Debtor seeks to utilize the cash and cash
collateral for payment of the lease obligation, utilities, payroll
and other maintenance expenses including processing five returns by
customers.
The Debtor proposes to maintain a detailed accounting of all
expenses funded by the postpetition cash collateral generated by
its business. Moreover, the Debtor will file timely monthly
operating reports as is required of Chapter 11 bankruptcies.
The Debtor has prepared a budget which provides total cash outflows
in the aggregate sum of $207,168 covering the period from May 8,
2017, to July 31, 2017.
Currently, the Debtor maintains an inventory of stock that is
secured by creditor Wells Fargo, that needs to be replenished to
meet ongoing demands by clientele (which will require Debtor in
Possession Financing, which the Debtor is currently attempting to
obtain in order to fund replenishment of inventory and to bolster
the gains from future sales).
The Debtor believes that the interests of all creditors will be
preserved, and ultimately benefited, by permitting the Debtor to
utilize the cash collateral in an effort to maintain business
operations and to continue accruing income.
The Debtor believes that a replacement lien is a viable option as a
form of adequate protection since the Debtor will generate positive
cash flow as a result of selling the pre-existing inventory. As
such, Wells Fargo can maintain a replacement lien on the newly
generated income, which can be considered a form of adequate
protection. The Debtor maintains that there is sufficient adequate
protection to Wells Fargo through the grant of postpetition
replacement liens subject to any future rights granted to a
Debtor-in-Possession Lender.
A full-text copy of the Debtor's Motion, dated May 30, 2017, is
available at https://is.gd/oM1LqN
A copy of the Debtor's Budget is available at https://is.gd/w4BJC0
About Joon Instrumental Music Corp.
Based in Las Vegas, Nevada, Joon Instrumental is a piano store
offering a full line of name-brand digital pianos, like Yamaha,
Kurzweil, Roland, Casio, Kawai, Nord, and more. The Company is
also the authorized dealer for many brands of band and orchestra
instruments, including: Armstrong, Avanti, Bach, Benge, C.G. Conn,
Emerson, King, Galway Spirit Flutes, Glaesel, Henri, Selmer Paris,
Holton, Leblanc, Ludwig, Musser, Noblet, Prelude, Scherl & Roth,
Selmer, William Lewis & Son, Vito and Yanagisawa.
Joon Instrumental Music Corp., based in Las Vegas, Nevada, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 17-12705) on May 21,
2017. Duck Rim, president, signed the petition.
The Debtor estimated $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities.
The Hon. August B. Landis presides over the case.
Bryan Naddafi, Esq., at Olympia Law, P.C., serves as bankruptcy
counsel.
JTRL LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee on May 30 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of JTRL, LLC.
About JTRL LLC
JTRL, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. The
petition was signed by Joanne Teti, sole member. At the time of
the filing, the Debtor estimated assets of less than $1 million and
liabilities of less than $500,000.
Donald R. Calaiaro, Esq., at David Z. Valencik, Esq., at Calaiaro
Valencik serve as the Debtor's bankruptcy counsel.
LAS TUNAS: May Use East West Bank's Cash Collateral Until June 27
-----------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central
District of California has granted Las Tunas DCE, LLC, permission
to use cash collateral on an interim basis.
The hearing on cash collateral is continued to June 27, 2017 at
2:00 p.m.
As reported by the Troubled Company Reporter on May 9, 2017, the
Debtor asked for authorization to use the cash collateral of East
West Bank. The Debtor prepared a 3-month cash flow budget,
detailing the expenses by which the business income would be used
by the Debtor for the period of May 2017 through July 2017. The
Debtor expects to incur expenses of approximately $1,000 per
month.
The Debtor will pay $1,000 per month to East West Bank commencing
May 1, 2017, during the period May 1, 2017, through June 30, 2017.
The Court makes no finding or order regarding any lease of the
Debtor's property.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/cacb17-14239-34.pdf
About Las Tunas DCE
Las Tunas DCE, LLC, owns a property located at 1062 East Las Tunas
Drive, San Gabriel, California 91776, valued at $1.10 million. Las
Tunas DCE is California Limited Liability Company owned by Elke
Coffey and Curt Wang.
Las Tunas DCE is affiliated with Shorb DCE, LLC, which commenced
its own Chapter 11 bankruptcy case (Bankr. C.D. Cal. Case No.
17-14240) on April 6, 2017.
Las Tunas DCE, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 17-14239) on Petition Date. The petition was signed by
Elke Coffey, co-manager.
The Debtor disclosed $1.10 million in assets and $499,727 in
liabilities as of the bankruptcy filing. The case is assigned to
Judge Barry Russell. The Debtor is represented by Kevin Tang,
Esq., at Tang & Associates.
LUMENATE TECHNOLOGIES: Seeks Approval on Cash Collateral Use
------------------------------------------------------------
Lumenate Technologies, LP, asks the U.S. Bankruptcy Court for the
Northern District of Texas for interim and final authorization to
use of cash collateral.
The Debtor requires the use of cash collateral in order to continue
operating its business, which will be used to make payments to
vendors and employees and to satisfy ordinary costs of operations,
including rent, taxes and insurance. The Budget for June 2017
projects total operating costs of $855,520.
The Debtor contends that the use of cash collateral is critical to
preserve and maintain its going concern value. In the absence of
authority to use cash collateral, it would not be possible for the
Debtor to continue operating its business, even for a limited
period of time, thereby causing serious and irreparable harm to the
Debtor and its estate.
Pursuant a Credit and Security Agreement between the Debtor and
MidCap Financial Trust, as administrative agent and as Lender, the
Debtor granted MidCap Financial liens on practically all of the
Debtor's assets, including all goods, accounts, equipment,
inventory, general intangibles, cash, and financial assets, whether
now owned or hereafter acquired. Subsequently, MidCap Financial
assigned any notes and liens against the Debtor to MidCap Funding X
Trust. On the Petition Date, the Debtor owed MidCap Funding X
Trust approximately $2.28 million.
The Debtor also owed AVT Technology Solutions LLC approximately $25
million on the Petition Date. Prepetition, the Debtor has also
entered into a Credit Agreement with its primary distributor,
Avnet, Inc., which Credit Agreement appears to grant Avnet a lien
on practically all of the Debtor's assets. Thereafter, Avnet
assigned any interests and liens it had in the Avnet Collateral to
AVT Technology Solutions LLC.
The Debtor proposes that MidCap Funding and AVT Technology be
granted valid, binding, enforceable and automatically perfected
replacement liens on, and security interests in, the same types and
items of Debtor's property acquired in which MidCap Funding and AVT
Technology held a valid, enforceable, properly perfected lien
prepetition. The replacement liens will only be effective to the
same extent, validity, and priority as the respective lien held by
MidCap Funding and AVT Technology as of the Petition Date and will
secure the same respective obligations as are secured by the
prepetition liens, but only to the extent of any diminution in
value of MidCap Funding's and AVT Technology's collateral
position.
The replacement liens will be subject and subordinate to: (a)
accrued and unpaid professional fees and expenses of the attorneys,
financial advisors and other professionals retained by the Debtor
or any official committee appointed and approved by the Court; and
(b) any and all fees payable to the U.S. Trustee and the Clerk of
the Bankruptcy Court.
A full-text copy of the Debtor's Motion, dated May 30, 2017, is
available at https://is.gd/6UEeuY
A copy of the Debtor's Budget is available at https://is.gd/xbDCy5
About Lumenate Technologies
Lumenate Technologies, LP -- http://www.lumenate.com/-- is a
technical consulting firm focused on enabling and securing the
virtualized enterprise. Headquartered in Dallas, Lumenate has
offices throughout the United States that serve national and
international customers.
Lumenate Technologies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 17-32067) on May 26, 2017. The petition was signed by
Reagan Dixon, general partner of Lumenate Technologies, LP. The
case is assigned to Judge Stacey G. Jernigan. The Debtor is
represented by Jason Patrick Kathman, Esq. at Pronske Goolsby &
Kathman, P.C. At the time of filing, the Debtor had $1 million to
$10 million in estimated assets and $10 million to $50 million in
estimated liabilities.
MARCO POLO CAPITAL: Court Okays Disclosures, Confirms Plan
----------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Eastern District of New York has approved Marco Polo Capital
Markets, LLC's disclosure statement dated April 10, 2017, and
confirmed the Debtor's plan of liquidation dated April 10, 2017.
As reported by the Troubled Company Reporter on April 18, 2017, the
Debtor filed with the Court a joint disclosure statement referring
to the Debtor's Chapter 11 liquidating plan. Under the Plan, Class
2 General Unsecured Claims will be paid the balance of the plan
distribution fund within 30 days of the later of the Effective Date
or the Plan Distribution Date from the Plan Distribution Fund, to
the extent that funds are available after payment in full of all
allowed unclassified and Class 1 Claims, in full and final
satisfaction of the Class 2 Claims. Class 2 claimholders will
share in the distribution on a pro rata basis. The Debtor
estimates these claims to total $4.75 million. Class 3 Claims are
impaired under the Plan and are allowed to vote on the Plan. Upon
a best-case recovery under the litigation, in accordance with the
DIP loan term sheet, Class 2 claimholders could each receive up to
a maximum distribution of approximately 50%.
About Marco Polo Capital Markets, LLC
Headquartered in New York, New York, Marco Polo Capital Markets,
LLC, is the parent of broker-dealer Marco Polo Securities Inc. The
Debtor owned and operated (a) a registered broker dealer and (b) a
technology support service company which services the largest
financial institutions on Wall Street, Latin America, Europe, Asia
and Africa.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 12-14870) on Dec. 13, 2012, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Hugh Webb, chief operating officer. Judge
Shelley C. Chapman presides over the case. Jonathan S. Pasternak,
Esq., at Rattet Pasternak, LLP, serves as the Debtor's bankruptcy
counsel.
MCK MILLENNIUM: Lease Agreement With Sapori Approved
----------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized MCK Millennium Centre
Retail, LLC, to enter into a lease with Sapori Antichi
International Import, Inc.
The Debtor is in the business of operating condominium retail space
("Retail Parcel") and as such ordinarily and necessarily enters
into leases granting tenants spaces and rights that affect the
property for periods in excess of five years.
The Debtor has entered into a Lease to let specific space located
at 22 W. Ohio Street within the Retail Parcel which consists of
approximately 2,308 square feet at a market rental, with payments
commencing in the fourth month.
A copy of the Lease attached to the Motion is available for free
at:
http://bankrupt.com/misc/MCK_Millennium_235_Sales.pdf
About MCK Millennium Centre Retail
MCK Millennium Centre Realty, LLC, operates condominium retail
space located at 33 W. Ontario Street, Chicago, Illinois.
MCK Millennium Centre Realty filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.
Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The
Golding Law Offices, P.C., are serving as bankruptcy counsel to
the Debtor. Kraft Law Office is the Debtor's special real estate
counsel.
Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave
LLP, are representing lender MLMT 2005 MKB2 Millennium
CentreRetail LLC.
MEDICAL SOLUTIONS: S&P Assigns 'B' CCR & Rates 1st Lien Debt 'B'
----------------------------------------------------------------
Omaha-based travel nurse staffing provider Medical Solutions Parent
Holdings Inc. is being acquired by private equity company TPG
Growth. Medical Solutions will finance $275 million of the deal
with a $200 million first-lien term loan and a $75 million
second-lien term loan. The company will also have a $35 million
first-lien revolver (initially undrawn).
S&P Global Ratings assigned its 'B' corporate credit rating to
Medical Solutions Parent Holdings Inc. The outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level rating
to subsidiary Medical Solutions Holdings Inc.'s first-lien credit
facility, which consists of a $35 million revolver and a $200
million term loan. The first-lien credit facility will have a
recovery rating of '3', indicating our expectation for meaningful
recovery (50%-70%; rounded estimate: 50%) in the event of payment
default.
"In addition, we assigned a 'CCC+' issue-level rating to subsidiary
Medical Solutions Holdings Inc.'s $75 million second-lien credit
facility and a recovery rating of '6'. The '6' recovery rating
indicates our expectation for negligible recovery (0%-10%; rounded
estimate: 0%) in the event of payment
default."
Omaha-based Medical Solutions Parent Holdings Inc. is a staffing
company primarily focused on providing hospitals with contingent
labor travel nurses during periods of staff shortages or when they
otherwise struggling to adequately staff their facilities with
permanent nurses.
The company's travel nurse segment accounts for about 70% of
revenues and the remainder of the revenue comes primarily from the
provision of services to more broadly manage a hospital's nursing
staff. The company also provides short-term nursing staffing
solutions for crisis situations, such as a work stoppage, in its
Labor Dispute Solutions business. S&P believes demand in that
third segment will be very unpredictable.
"Our ratings on Medical Solutions reflect the company's weak
business risk profile, which is characterized by limited scale
(about $350 million in annual revenues), a relatively narrow focus
on travel nurse staffing, a modest market position (with market
share of less than 10% in nursing staffing market), and
a very competitive, fragmented, and somewhat cyclical market for
health care staffing," said S&P Global Ratings credit analyst
Matthew O'Neill.
The business risk is also characterized by favorable growth
prospects (industry growth estimated in the mid- to
high-single-digit range) given strong and growing demand for nurses
stemming from aging demographics and a shortage of credentialed
nurses and the company's track record of gaining market share
through a strong focus on relationship management with nurses and
hospitals. The rating is also supported by good geographic
diversification, with about 20% of revenues in California but no
other significant geographic revenue concentration. The company has
good customer diversification having contracts with over 1,600
hospitals. The company's cost structure is heavily weighted toward
variable costs, with about 75% of costs being variable, which
insulates the bottom line during cyclical downturns. S&P views the
absence of direct exposure to reimbursement risk from government
and insurance payors as a positive, though S&P believes pressure on
hospital profitability or general economic softness can weigh on
demand for travel nurses, especially given the higher hourly rate
hospitals pay for travel nurses.
The rating also reflects the company's highly leveraged financial
risk profile. S&P's forecast is for adjusted debt leverage of about
9.8x for year-end 2017 (unadjusted leverage excluding the sponsor
equity interest, at 5.4x), and a ratio of funds from operations
(FFO) to debt of below 5%. S&P estimates the company is capable of
producing discretionary cash flow of about $20 million
in 2017. S&P believes the company will likely pursue growth through
acquisitions, rather than debt reduction. S&P therefore expects
adjusted debt leverage to persistently remain above 5x.
The stable outlook reflects S&P's expectation that, despite
positive EBITDA growth and steady cash flow generation, the
company's adjusted debt leverage will remain above 5x given the
aggressive financial policies and investment objectives of the
private equity sponsor.
S&P said, "We could lower the rating if Medical Solutions
experiences an unforeseen operating issue that results in
meaningful customer losses and a sharp contraction in EBITDA that
leads to a reduction in free cash flow generation to negligible
levels. This scenario would entail a margin contraction of about
300 basis points.
"We could raise the rating if we expected the company to sustain
leverage below 5x and FFO to total debt of above 12%, though we
would likely view any improvement in credit metrics as temporary
given our view that the company's financial sponsor ownership would
be supportive of aggressive financial policies."
MMM DIVERSIFIED: Gets Approval to Hire Sandoval as Special Counsel
------------------------------------------------------------------
MMM Diversified LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Sandoval Law, PLLC as
special counsel.
The firm will represent the Debtor in a lawsuit it filed against
Cadbury Commons Community Association Inc. in the Maricopa County
Superior Court.
David Sandoval, Esq., at Sandoval Law, will charge an hourly fee of
$300 for his services.
Sandoval does not represent any interest adverse to the Debtor,
according to court filings.
About MMM Diversified
MMM Diversified, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23,
2016. The petition was signed by Michael F. Sprinkle, managing
member.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
The Debtor is represented by Carmichael & Poweell P.C.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
NGPL PIPECO: S&P Alters Outlook to Pos. & Affirms BB- Ratings
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on NGPL PipeCo LLC. At the same time, S&P revised the
outlook to positive from stable. S&P also affirmed its'BB-'
issue-level ratings on all outstanding senior notes. The '3'
recovery rating is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 60%) in the event
of distress.
Furthermore, S&P withdrew the 'BB-' issue-level rating and '3'
recovery rating on the senior notes due June 2019, which the
company has announced that the notes with an outstanding balance of
$549 million will be redeemed on June 1, 2017.
"The positive outlook reflects our expectation that NGPL's leverage
will continue to improve, primarily supported by the new capacity
created through expansion projects to serve the growing markets
around its pipeline system, as well as its growing revenue base,
through long- or short-term contracts that will provide more
stability for its future cash flows," said S&P Global Ratings
credit analyst Tony Mok.
S&P said, "We could raise the ratings if our adjusted leverage
remains at 5.5x or better two years forward in our projections,
contributing to an improved financial risk profile in conjunction
with greater cash flow stability as a result of new contracts and
lower capital spending. Furthermore, we could also raise the rating
if NGPL's assets appear to have greater long-term strategic
importance to its current owners, Brookfield or Kinder Morgan, as
per our group rating methodology.
"We could revise the outlook to stable or lower the ratings if the
leverage increased beyond our expectation."
NORTHWEST GOLD: Seeks to Continue Selling Mine Tailings to M & M
-----------------------------------------------------------------
Northwest Gold, LLC, asks the U.S. Bankruptcy Court for the
District of Alaska to authorize the sale of mining tailings
currently located on the Wallace Association Placer portion of U.S.
Mineral Survey 355 to M & M Constructors for $4 a cubic yard.
The Debtor acquired the property in 2011 from Walt Wigger and sold
the mine tailings on the property to M &M thereafter. Before it
acquired the Property, Walt Wigger sold the mine tailings on the
property to M & M.
The Wigger Estate and Milt and Lisa Behr now oppose any sale of
mine tailings without their agreement on what tailings can be
sold.
It has not been possible for the Debtor to obtain that agreement.
The tailings are stored on property which the Debtor is more than
85% owner of (USMS 355). The Behrs have recently acquired a
significant portion of the other 15% of this property.
Without the agreement of the Behrs, or an order of the Court, the
Debtor cannot sell mine tailings to M & M. Consequently, M & M has
no mine tailings available from the property to sell to its
customers.
The Debtor understands that M & M is preparing to move some or all
of its equipment to another site from which it may remove and sell
mine tailings to its customers. Losing the Buyer as a customer
would harm the Debtor, AER (which asserts a security interest in
the mine tailings), and the Wigger Estate if it is determined that
the mine tailing are real property (because the Wigger Estate has
no purpose for the tailings other than to sell them to the
construction industry). Wigger Estate claims it is owed about
$4,800,000. AER claims it is owed about $6,200,000.
In this case Wigger Estate submitted the restricted valuation
report of Chris Guinn who notes that respected local geologist, Tom
Bundtzen, has evaluated the Property in 2016 for its placer, lode
gold and construction material. Bundtzen concluded that the market
value of the gold, insitsu, was $12,269,652, and the washed
tailings at $9,738,120.
According to the Debtor, if mine tailings are found to be real
property, then Wigger Estate is significantly oversecured and its
objection to the sale of tailing should be overruled. If mine
tailings are personal property the AER has a security interest in
the tailings and Wigger Estate's objection to the sale of tailings
also should be overruled. In either case the details of the
present values of the interests should be left for a later hearing
because all proceeds of tailing sales should be deposited into the
Bankruptcy Court Registry Account. The Debtor believes that the
Behrs' and Wigger Estates' objection to sales seems intended only
to drive the Buyer off of the Property, foreclosing any realistic
sales of tailings.
Accordingly, the Debtor asks the Court to approve the sale of mine
tailings to M & M Constructors free and clear of all claims and
interests.
About Northwest Gold
Northwest Gold LLC, owns a real property along Park Highway in
Ester, Alaska, which it values at $14 million. Northwest sells
washed mine tailings from the property, grossing $170,000 from
sales in 2016.
Northwest Gold filed a Chapter 11 petition (Bankr. D. Alaska Case
No. 17-00100) on March 21, 2017. The petition was signed by Robert
Knappe, Jr., manager. The Debtor disclosed $26.02 million in
assets and $12.01 million in liabilities. The Debtor is
represented by Erik LeRoy, Esq., at Erik LeRoy, P.C.
NORTHWEST PEDIATRIC: Taps Hinshaw & Culbertson as Special Counsel
-----------------------------------------------------------------
Northwest Pediatric Services S.C. has filed an application seeking
court approval to hire Hinshaw & Culbertson LLP as special
counsel.
The firm will provide legal services to the Debtor in connection
with the collection of delinquent healthcare receivables believed
to be in excess of $300,000 from Meridian Health of Illinois.
Tom Luetkemeyer, Esq., the attorney designated to represent the
Debtor, will charge an hourly fee of $435 per hour. The hourly
rates for other partners at the firm who are anticipated to assist
the Debtor range from $375 to $435.
Mr. Luetkemeyer disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The U.S. Bankruptcy Court for the Northern District of Illinois is
set to hold a hearing on June 7 to consider approval of the
application.
The firm can be reached through:
Tom H. Luetkemeyer, Esq.
Hinshaw & Culbertson LLP
222 North LaSalle Street, Suite 300
Chicago, IL 60601
Phone: 312-704-3000
Fax: 312-704-3001
About Northwest Pediatric Services
Headquartered in Elgin, Illinois, Northwest Pediatric Services S.C.
dba Kid Care Medical S.C. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 16-09373) on March 18, 2016.
The petition was signed by Orawan Sukavachana, M.D., president.
The Debtor estimated assets of less than $500,000 and liabilities
of $1 million to $10 million.
Judge Jacqueline P. Cox presides over the case. Scott R Clar,
Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's
bankruptcy counsel.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 12-07777) on Feb. 29, 2012. On May 22, 2013, the
Debtor confirmed its Third Plan of Reorganization. IRS and IDR
were secured and priority unsecured creditors in the previous
Chapter 11 case. Under the terms of the Plan, IRS and IDR were to
be given 20 payments over a five-year period. Each payment to the
IRS was to be approximately $138,000.
OAK PARK AVENUE: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Oak Park Avenue Realty, Ltd.
6800 Centennial Dr., Ste. E
Tinley Park, IL 60477
Business Description: Oak Park Avenue Realty --
oakparkavenuerealty.com -- is a licensed
full-service real estate, leasing and
management company that provides seller,
buyer and management services to real estate
owners in the state of Illinois. The
Company is an affiliate of Mack Industries,
Ltd., which sough bankruptcy protection on
March 24, 2017 (Bankr. N.D. Ill. Case No.
17-09308).
Involuntary Chapter 11 Petition Date: May 31, 2017
Case Number: 17-16651
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Carol A. Doyle
Petitioners' Counsel: Brian J Jackiw, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
111 W. Washington Street, Suite 1221
Chicago, IL 60602
Tel: 312.337.7700
Email: brianj@goldmclaw.com
A full-text copy of the involuntary petition is available at:
http://bankrupt.com/misc/ilnb17-16651.pdf
Alleged creditors who signed the involuntary petition:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Reifel Investments, LLC Unpaid Rent and $153,273
15774 S. LaGrange Rd. Deposits
Suite 304
Orland Park, IL 60462
Michelle Hawkins Unpaid Rent and $4,400
1774 Briarwood Dr. Deposits
Santa Clara, CA 95051
Eugene Denton Unpaid Rent and $29,426
9552 Easter Way Deposits
San Diego, CA 92121
Ashok Bhojwani Involuntary $12,440
11522 Century Circle Bankruptcy
Plainfield, IL 60585
Joe Hood Involuntary $43,586
609 North County Line Road Bankruptcy
Hinsdale, IL 60521
TJR International Chicago, LLC Involuntary $10,484
2430 McLaurin Street #777 Bankruptcy
Waveland, MS 39576
Kunal Sarin Unpaid Rent and $7,545
2301 Kealsy Lane Deposits
Aurora, IL 60503
Phillip Comeau Unpaid Rent and $26,708
10904 Woodland Falls Dr. Deposits
Great Falls, VA 22066
OPT CO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Opt Co 17-06091
18521 E. Queen Creek Rd.
Bldg 105, Suite 619
Queen Creek, AZ 85142
4K Builders, Inc. 17-06092
18521 E. Queen Creek Rd.
Bldg 105, Suite 619
Queen Creek, AZ 85142
4K Properties, Ltd 17-06093
18521 E. Queen Creek Rd
Bldg 105 Suite 619
Queen Creek, AZ 85142
Blu Enterprises, Inc. 17-06094
18521 E. Queen Creek Road
Bldg 105 Suite 619
Queen Creek, AZ 85142
Vintage Millworks, Inc. 17-06095
18521 E. Queen Creek RD
Bldg 105 Suite 619
Queen Creek, AZ 85142
Southwest Renewable Resources, LLC 17-06096
18521 E. Queen Creek Rd.
Bldg. 105, Suite 619
Queen Creek, AZ 85142
Optco Residential Painting, LLC 17-06097
18521 E. Queen Creek Rd.
Bldg 105, Suite 619
Queen Creek, AZ 85142
Arizona Natural Resources Products, LLC 17-06098
18521 E. Queen Creek Rd.
Bldg 105, Suite 619
Queen Creek, AZ 85142
Arizona Steel Finishing, LLC 17-06100
18521 E. Queen Creek RD
Bldg 105, Suite 619
Queen Creek, AZ 85142
Business Description: The Debtors are small business debtors as
defined in 11 U.S.C. Section 101(51D).
Majority of their principal assets are
located at 5136 S. Desert View Apache
Junction, AZ 85120, Pinal County.
Opt Co operates as a painting contractor.
The Company offers exterior, interior,
custom homes, garage epoxy, and fences
painting and coating services. Opt serves
industrial, commercial, and residential
customers in the State of New York.
Arizona Steel Finishing is a privately held
company in Apache Junction, AZ engaged in
steel fabricating business.
Southwest Renewable Resources, LLC is a
privately held company in Snowflake, AZ and
is a single location business under the
energy conservation consultants category.
Chapter 11 Petition Date: May 31, 2017
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Judge: Hon. Brenda Moody Whinery
Debtors' Counsel: Pernell W. McGuire, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
40 E Rio Salado Parkway, Ste 425
Tempe, AZ 85281
Tel: 480-733-6800
Fax: 480-733-3748
E-mail: pmcguire@davismiles.com
azbankruptcy@davismiles.com
Estimated Estimated
Assets Liabilities
---------- -----------
Opt Co $0-$50K $1M-$10M
4K Builders, Inc. $0-$50K $1M-$10M
4K Properties, Ltd $0-$50K $10M-$50M
Blu Enterprises, Inc. $0-$50K $1M-$10M
Vintage Millworks, Inc. $0-$50K $1M-$10M
Southwest Renewable Resources, LLC $0-$50K $1M-$10M
Optco Residential Painting, LLC $0-$50K $1M-$10M
Arizona Natural Resources Products, LLC $0-$50K $1M-$10M
Arizona Steel Finishing, LLC $0-$50K $1M-$10M
The petitions were signed by Joseph Cook, personal representative
of estate of Allan Kauffman.
A copy of Opt Co's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb17-06091.pdf
A copy of 4K Builders, Inc.'s list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/azb17-06092.pdf
A copy of 4K Properties, Ltd's list of 18 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/azb17-06093.pdf
A copy of Blu Enterprises, Inc.'s list of three unsecured
creditors is available for free at
http://bankrupt.com/misc/azb17-06094.pdf
A copy of Vintage Millworks, Inc.'s list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/azb17-06095.pdf
A copy of Southwest Renewable Resources' list of 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/azb17-06096.pdf
A copy of Optco Residential Painting's list of nine unsecured
creditors is available for free at:
http://bankrupt.com/misc/azb17-06097.pdf
A copy of Arizona Natural Resources Products' list of 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/azb17-06098.pdf
A copy of Arizona Steel Finishing, LLC's list of 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/azb17-06100.pdf
PAWN AMERICA: TBK Objection Resolved; Has Cash Access Until Nov. 30
-------------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota signed a stipulated order authorizing Pawn
America Minnesota LLC and its affiliates to use cash collateral on
a final basis.
TBK Bank, SSB, the secured lender, consented to the Debtors' use of
cash pursuant to the Stipulated Order.
The initial approved budget, which covers the period May 19 through
June 30, 2017, provides projected cash disbursements in the
aggregate sum of $7,790,431. No later than 10 calendar days
before the end of each month, the Debtors will deliver to the
secured lender a proposed budget covering the one month period for
the immediately succeeding month (a "Supplemental Budget").
The Debtors admit that, as of May 19, 2017, the Debtors owe TBK
Bank an unpaid principal in the amount of $10,465,515, unpaid and
accrued interest thereon of $104,655. The Debtors are direct
borrowers under an Amended and Restated Loan Agreement, which is
secured by, among other things, a lien in all of the Debtors'
personal property existing as of the Petition Date.
Attached to the objection of TBK Bank's opposition to the
Cash collateral motion are copies of the Loan Agreement, the
Amended and Restated Revolving Note executed by the Debtors in
favor of the Secured Lender, effective as of Jan. 7, 2017, in the
original principal amount of $11,200,000 (the "Note"), the
Security Agreements, and the Financing Statements pertaining to the
TBK Loan (collectively, the "Loan Documents").
The Debtors reviewed the Loan Documents and determined that the
liens securing the obligations of the Debtors under the Loan
Documents constitute valid, enforceable, and perfected
first-priority liens in and to the collateral.
As of the Petition Date, the Debtors, in consideration of TBK
Bank's consent to the Debtors' use of cash collateral, waive,
release, and discharge TBK Bank from any and all claims and causes
of action arising on or before the Petition date out of, based upon
or related to any of the Loan Documents, any aspect of the
prepetition relationship between TBK Bank and the Debtors.
The Debtors are authorized to grant TBK Bank with replacement liens
in the Debtors' postpetition assets of the same type and nature as
is subject to the prepetition liens of TBK Bank, to the extent of
the Debtors' use of cash collateral from and after the petition
date. Such replacement liens will have the same validity,
priority, dignity, and effect as TBK Bank's liens and security
interests in the prepetition collateral.
In addition, TBK Bank is granted a claim in such amount, not to
exceed the Debtors' cumulative use of cash collateral, if and to
the extent the aforementioned replacement liens are insufficient to
provide adequate protection against the diminution in value of TBK
Bank's interest in any collateral resulting from the use of cash
collateral.
Furthermore, the Debtors are directed to: (a) pay TBK Bank the sum
of $104,655 upon entry of the Stipulated Order, and (b) pay TBK
Bank installments of principal in the amount of $150,000 together
with all accrued and unpaid postpetition interest as of the date of
payment at the rate of 6%, beginning on June 1, 2017 and continuing
each month thereafter through the Termination Date.
TBK Bank's consent to the Debtors' use of cash collateral will
immediately and automatically terminate upon the earliest to occur
of:
(1) Nov. 30, 2017;
(2) The effective date of any confirmed plan of reorganization
in the Chapter 11 cases;
(3) The consummation of the sale or other disposition of all
or substantially all of the assets of the Debtors;
(4) The occurrence of any breach by the Debtors of the
Stipulated Order, including, but not limited to, the Debtors'
failure to adhere to the Approved Budget or Supplemental Approved
Budget;
(5) The dismissal of these Chapter 11 cases or the conversion
of these Chapter 11 cases into cases under Chapter 7 of the
Bankruptcy Code;
(6) The appointment in these Chapter 11 cases of a trustee or
an examiner with enlarged powers relating to the operation of the
business of the Debtors without the prior written consent of TBK
Bank;
(7) The Stipulated Order is stayed, reversed, vacated, amended
or otherwise modified in any respect without the prior written
consent of TBK Bank;
(8) The Court enters an order granting a party relief from the
automatic stay with respect to any portion of any Debtors'
collateral that has a material impact on the position of TBK Bank;
(8) The Court or any other court of competent jurisdiction
enters an order or judgment in these Chapter 11 cases modifying,
limiting, subordinating or avoiding the priority of the Obligations
or the perfection, priority or validity of TBK Bank's security
interests in and liens on the collateral;
(9) If the Debtors do not fully cooperate in the disclosure of
information reasonably requested by TBK Bank or any consultant
retained by TBK Bank;
(10) If the Borrowing Base will at any time be less than the
unpaid principal amount and accrued interest then comprising the
Obligations. The maximum advance against any single item of
Eligible Inventory will be limited to $10,000.
(11) The Debtors fail to deliver to TBK Bank on a biweekly
basis, a Borrowing Base Certificate in the form acceptable to TBK
Bank and duly certified by an authorized officer of the Debtors;
(12) The Debtors fail to pay principal and interest; or
(13) The Debtors fail to maintain the engagement of a
consulting firm acceptable to TBK Bank.
A full-text copy of the Stipulated Order, dated May 19, 2017, is
available at https://is.gd/YJe96m
About Pawn America
Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods. It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people. The Company also founded and operates Payday
America, CashPass and MyBridgeNow.
Pawn America Minnesota, LLC, d/b/a Pawn America, and its affiliates
Pawn America Wisconsin, LLC, and Exchange Street, Inc. filed
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31145, 17-31146,
and 17-31147, respectively), on April 12, 2017. The petitions were
signed by Bradley K. Rixmann, chief manager.
At the time of filing, each of the Debtors estimated $10 million to
$50 million in both assets and liabilities.
Robert T. Kugler, Esq., Edwin H. Caldie, Esq., Phillip J. Ashfield,
Esq., and Andrew J. Glasnovich, Esq., at Stinson Leonard Street
LLP, serve as bankruptcy counsel to the Debtors. BGA Management,
LLC, as financial and turnaround consultant, is the Debtors'
financial advisor.
Daniel M. McDermott, the U.S. Trustee for Region 12, on April 25
appointed four creditors of Pawn America Minnesota, LLC, et al., to
serve on the official committee of unsecured creditors. However, on
April 26, the U.S. Trustee filed an amended notice of appointment
and announced that these unsecured creditors serve as members of
the committee: (1) AllOver Media, LLC; (2) E-Commworks, Inc.; and
(3) Computer Integration Technologies, Inc.
The Committee retained Thomas J. Lallier, Esq., at Foley &
Mansfield, PLLP, as counsel.
PC ACQUISITION: Disclosures Get Prelim OK; Plan Hearing on July 14
------------------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted PC Acquisition, LLC, et
al., preliminary approval of their amended disclosure statement
referring to the Debtors' amended plan of reorganization.
The hearing on objections to final approval of the adequacy of the
information in the Amended Disclosure Statement and confirmation of
the Amended Plan will be held on July 14, 2017, at 11:00 a.m.
The deadline to return ballots on the Amended Plan, as well as to
file objections to final approval of the adequacy of the
information in the Amended Disclosure Statement and objections to
confirmation of the Amended Plan is July 7, 2017.
The deadline for all professionals to file final fee applications
is Aug. 18, 2017.
About PC Acquisition
PC Acquisition, LLC, owns 100 mobile homes that are located at
various mobile home parks. PC also owns a commercial building
located at 23540 Reynolds Court, Clinton Township, MI.
PC Acquisition filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 16-53191) on Sept. 25, 2016. The petition was signed by Mark
D. Krueger, member. The case is assigned to Judge Phillip J.
Shefferly.
The Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Related entities St. John/Battle Creek Owners, LLC, Battle Creek
Realty, LLC, Denmark Management Company and Denmark Services, LLC,
simultaneously sought Chapter 11 protection.
The Debtors tapped Ernest Hassan, Esq., at Stevenson & Bullock,
P.L.C., in Southfield, Michigan as counsel.
No trustee or examiner has been appointed in the cases and no
committee has been appointed or designated.
PENN ENGINEERING: S&P Affirms 'B+' CCR Amid Proposed Acquisition
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Penn Engineering & Manufacturing Corp. The outlook is stable.
Penn Engineering announced that it is acquiring a North
America-based automotive supplier for about $215 million. The
company also announced it is refinancing its credit facilities with
a
new credit facility, with incremental amounts under the U.S. dollar
term loan to finance the proposed acquisition.
S&P said, "At the same time, we assigned our 'BB-' issue-level and
'2' recovery ratings to the company's proposed $540 million term
loan B. The '2' recovery rating indicates our expectation for
substantial recovery (70%-90%; rounded estimate: 70%) in the event
of a payment default. We also assigned our 'BB' issue-level and '1'
recovery ratings to the proposed EUR118 million term loan C. The
'1' recovery rating indicates our expectation for very high
recovery (90%-100%; rounded estimate: 95%) in the event of a
payment default.
"We expect proceeds from the new credit facilities will be used to
finance the proposed acquisition and refinance amounts under its
existing credit facilities. We expect to withdraw the ratings on
the existing credit facility at the close of the transaction."
"The rating affirmation reflects our expectation that the company
will maintain debt to EBITDA below 5x and FFO to debt above 12%
over the next 12-18 months pro forma for the proposed transaction.
We believe the proposed acquisition will enable the company to grow
its position in the North American automotive sector, specifically
through an expansion of the company's PROFIL
business," said S&P Global Ratings credit analyst Michael Tsai.
The stable outlook reflects S&P's expectation that the company will
maintain its leading market position and continue to control its
costs and support good profitability over the next 12-18 months. As
a result, S&P forecasts that the company's funds from operations
(FFO)-to-debt ratio remains about 15%-20% and adjusted debt to
EBITDA will be below 4.5x over the next 12 months.
S&P said, "We could lower our rating on Penn Engineering if a
cyclical downturn in the company's end markets or the loss of key
customers results in a significant deterioration in operating
performance and credit measures. Specifically, we could lower the
rating if weak operating performance causes the company's debt to
EBITDA to increase to 5x or more and its FFO to debt to decline
below 12% with limited near-term prospects for improvement. We
could also lower the rating if the company's financial policies
become more aggressive than we expect (such as significant
debt-financed acquisitions or dividends), resulting in debt to
EBITDA sustained above 5x and FFO to debt below 12%.
"We could also lower the rating if weak operating performance
pressures the company's liquidity, causing the covenant under the
revolver to be tested and headroom under the financial covenant to
decline to less than 15%.
"Although unlikely over the next 12-18 months, we could consider
raising our rating if the company significantly improves its scale
and scope of operations while maintaining its strong market
position and EBITDA margins. We could also raise the ratings if the
company improves its financial performance such that it sustains
FFO to debt above 20% and adjusted debt to EBITDA below 4x,
inclusive of future acquisitions and over an economic cycle."
PERSISTENCE PARTNERS: Taps J. Allen Kosowsky as Accountant
----------------------------------------------------------
Persistence Partners IV LLC has filed an amended application
seeking approval from the U.S. Bankruptcy Court for the District of
Connecticut to hire J. Allen Kosowsky, CPA, P.C. as its
accountant.
The Debtor had initially proposed to employ Kosowsky and another
accounting firm Pue, Chick, Leibowitz & Blezard, LLC. Pue Chick,
however, declined to pursue the engagement.
Kosowsky will work solely on the pending arbitration in which the
Debtor is asserting claims against Harbor Point Development, LLC
and Gateway Stamford Development, LLC related to its fee sharing
agreements.
The hourly rates charged by the firm are:
Partners $475 - $525
Supervisors/Seniors $300
Staff $150 - $220
Kosowsky estimates total fees and costs of the engagement will be
approximately $100,000.
J. Allen Kosowsky disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
J. Allen Kosowsky
J. Allen Kosowsky, CPA, PC
85 Willoughby Road
Shelton, CT 06484
Phone: (203) 929-6641
Fax: (203) 926-1539
About Persistence Partners
Persistence Partners IV LLC filed Chapter 11 bankruptcy petition
(Bankr. Conn. Case No. 16-51161) on August 30, 2016. Joseph P.
Beninati signed the petition as manager. The Debtor estimated
assets in the range of $10 million to $50 million and estimated
debts in the range of $500,000 to $1 million.
Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger
LLC, serves as the Debtor's bankruptcy counsel.
PRESTIGE INDUSTRIES: Wants Plan Filing Deadline Moved to Aug. 15
----------------------------------------------------------------
Prestige Industries, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to extend the time for the Debtor to
exclusively (i) file a Chapter 11 plan through and including Aug.
15, 2017, and (ii) solicit acceptances of the plan(s) through and
including Oct. 12, 2017.
A hearing to consider the Debtor's request will be held on June 28,
2017, at 2:00 p.m. Objections to the request must be filed by June
13 at 4:00 p.m.
On May 12, 2017, the Debtor closed on the sale of its business and
substantially all of its business assets under Section 363(f) of
the U.S. Bankruptcy Code. The Debtor says that the sale process,
and operating issues including post-petition financing, maintenance
of customer relationships and related matters consumed the Debtor's
attention from the Petition Date through the closing of the Sale.
The Debtor adds that its ability to formulate a plan was also
hindered by the fact that the successful consummation of a sale was
never assured. The Debtor had developed the framework of a back-up
scenario under which the Debtor would have continued to operate its
business and reorganize as a going concern, at least until such
time as the business became saleable. As a result of the foregoing
factors, the Debtor has been unable to propose a plan to date.
Since the approval of the Sale, the Debtor and other parties in
interest including the Official Committee of Unsecured Creditors
and the Debtor's remaining secured creditor, Medley Capital
Corporation, as agent for itself and St. Cloud Capital Partners IV
LLC, have been exploring the appropriate process to resolve this
Chapter 11 case.
The Debtor's remaining assets are substantially limited to cash --
which is earmarked for the payment of administrative expenses, wind
down expenses, and reduction of Medley Capital's secured debt --
causes of action, a disputed account receivable, and a potential
earn-out payment of up to $3 million from the purchaser of the
Debtor's business.
The Debtor says that if it is determined that one or more viable
causes of action lie in favor of the Debtor's estate under
circumstances where the proceeds would benefit creditors in
addition to Medley Capital -- as secured creditor and
super-priority administrative claimant -- a liquidating plan under
which a liquidating trust is created would appear to be an
appropriate resolution. Medley Capital has expressed a potential
willingness to voluntarily share with other creditors a portion of
the proceeds of litigation.
The Debtor states that if it is determined that no causes of action
exist, the dismissal of the case may be appropriate, after the
resolution and payment of administrative expenses, the resolution
of post-closing matters arising from the Sale, and the assignment
other remaining assets to Medley Capital.
The Debtor intends to continue to work cooperatively with the
Committee, Medley Capital, the U.S. Trustee and other
parties-in-interest, to fashion a consensual resolution of the case
to be presented to the Court for approval, whether in the form of a
plan or a dismissal.
The Debtor assures the Court that it is paying its undisputed
post-petition obligations as they come due and has sufficient cash
reserves to pay all anticipated administrative expenses to come due
in the future, other than expenses relating to the implementation
of a plan. The Debtor continues to preserve the value of its
remaining assets for the benefit of its creditors.
The Debtor is contemporaneously filing a motion to establish a
claims bar date, but the Debtor believes it has a reasonable idea
of the universe of claims that will need to be dealt with under a
plan.
About Prestige Industries, LLC
Prestige Industries LLC, based in North Bergen, New Jersey, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 17-10186) on Jan. 30,
2017. The petition was signed by Jonathan Fung, CEO/CFO. The
Debtor is represented by Peter C. Hughes, Esq., at Dilworth Paxson
LLP. The Debtor engaged SSG Advisors, LLC, as its investment
banker. The case is assigned to Judge Kevin Gross. The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.
Andrew Vara, acting U.S. Trustee for Region 3, on Feb. 10 appointed
five creditors of Prestige Industries LLC to serve on the official
committee of unsecured creditors. The Committee hired Lowenstein
Sandler LLP as counsel, Whiteford, Taylor & Preston LLC as Delaware
and conflict counsel, Province, Inc., as financial advisor.
PUERTO RICAN PARADE: Wants Plan Filing Deadline Moved to Sept. 8
----------------------------------------------------------------
Puerto Rican Parade Committee of Chicago, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
its exclusive period for filing the Chapter 11 plan and obtaining
acceptances of the plan by an additional 90 days through and
including Sept. 8, 2017.
On Feb. 8, 2017, the Court ordered the Debtor to file a plan and
disclosure statement by June 6, 2017. Pursuant to 11 U.S.C. Sec.
1121(b), "only the debtor may file a plan until after 120 days
after the date of the order for relief under this chapter"; 120
days after the date of the filing of the petition in this case is
June 6, 2017.
The Debtor says that the main issue of this case is the real estate
commonly known as 1235, 1237 and 1241 North California, Chicago,
Illinois. 1237 is a commercial building and the other two
properties are parking lots. Since the filing of this case, the
Debtor has been discussing and planning regarding sale of the
building and parking lots. However, the value of the properties
combined is believed to be substantially less than the amount due
of the mortgage by about $300,000, and this would make a sale not
likely, the Debtor states.
The Debtor has ordered an appraisal in order to confirm this
valuation. In the event that a sale is possible, the Debtor will
move forward with a sale. In the event a sale is impossible, the
Debtor will seek to have the Court determine value and then
transfer the properties to the mortgage holder. In the event the
transfer takes place, the mortgage holder would pay the three real
estate tax buyers in full upon the transfer. The mortgage holder
would then lease a part of the real estate back to the Debtor.
The Debtor will appear before Judge Hon. Carol A. Doyle on June 8,
2017 at 10:30 a.m., to present its request for extension of the
exclusive period for filing a plan and obtaining acceptances of
Plan.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/ilnb17-03480-23.pdf
About Bach Law Offices
Puerto Rican Parade Committee of Chicago, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
17-03480) on Feb. 6, 2017. The petition was signed by Angel
Medina, president. The case is assigned to Judge Carol A. Doyle.
At the time of the filing, the Debtor estimated assets of less than
$1 million.
Paul M. Bach, Esq., and Penelope N. Bach, Esq., at the Bach Law
Offices serve as the Debtor's bankruptcy counsel.
ROBINSON PREMIUM: Disclosures OK'd; Plan Hearing on June 27
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved Robinson Premium Beef, LLC's amended disclosure statement
dated May 12, 2017, in connection with the amended plan of
reorganization.
A hearing to consider the confirmation of the Plan will be held on
June 27, 2017, at 9:00 a.m.
June 19, 2017, at 5:00 p.m. is the last day for filing objections
to the Plan.
June 20, 2017, at 4:00 p.m., is the last day for filing and serving
written acceptances or rejections of the Plan.
About Robinson Premium
Robinson Premium Beef, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-60092) on Sept. 2, 2016, and is represented
by Edwin Paul Keiffer, Esq., in Dallas, Texas.
At the time of filing, the Debtor had $10 million to $50 million in
estimated assets and $10 million to $50 million in estimated
debts.
The petition was signed by Jeremy Robinson, Manager.
SANDFORD AND SON: Proposes $190K Private Sale of Property
---------------------------------------------------------
Sandford and Son and Jay Sandford ask the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to authorize the private sale
of real property located at 3054 Limekiln Pike, Glenside,
Pennsylvania, to James O'Hannon for $190,000.
A hearing on the Motion is set for July 12, 2017.
On May 8, 2017, the Debtors filed an amended plan for
reorganization titled "Joint Chapter 11 Plan for Sandford and Son
and Jay Sandford, Dated May 3, 2017" and on May 10, 2017, the
Debtors filed a joint disclosure statement titled "Joint Disclosure
Statement Regarding Chapter 11 Plan for Sandford and Son and Jay
Sandford, Dated May 3, 2017." On May 12, 2017, the Court entered
an order approving the Disclosure Statement, and the Plan has been
sent out to creditors for voting. The confirmation hearing has
been scheduled for June 14, 2017. The pending Plan calls for the
sale of certain real property of the estate, including the property
in Glenside, Pennsylvania (the "Property").
The Debtor is informed and believes the Property is encumbered by a
mortgage by Seterus, Inc. There may also be liens by the
Commonwealth of Pennsylvania, the Internal Revenue Service, Raymond
A. Scarpato, Jr. and Amelia Scarpato, and/or Amelia Investors,
Inc.
The Debtors propose to sell the Property free and clear of all
liens, claims, interests, and encumbrances. This is a private
sale, wherein Debtors propose to transfer their interest in the
Property to the Buyer pursuant to the terms of a Purchase Agreement
dated May 19, 2017.
The purchase price set forth in the Purchase Agreement is $190,000
with $500 paid as earnest money and the remaining balance to be
paid in cash at closing. There is also a seller assist of 5% of
the purchase price, or $9,500. The Closing is presently scheduled
for July 15, 2017.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Sandford_&_Son_249_Sales.pdf
The Debtors believe the proposed purchase price for the Property is
fair and reasonable. The Property was the subject of a previous
purchase agreement dated Dec. 1, 2015 with a different potential
buyer that was not able to proceed to closing due to the previous
prospective buyer's financial situation. That previous agreement
was for a purchase price of $195,000. Debtor Jay Sandford valued
the Property at $163,000 on his Schedule A.
The Debtors also ask the Court to waive the 14-day stay of the
Order on the Motion under Fed. R. Bankr. P. 6004(h).
The Purchaser can be reached at:
James O'Hannon
2128 F. Chelton Ave.
Philadelphia, PA 19138
About Sandford and Son
Sandford and Son filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 14-18330) on Oct. 17, 2014. The company's owner, Jay Sandford,
also sought Chapter 11 protection (Case No. 14-18364).
Jay Sandford started buying investment properties in Philadelphia
in the 1970s with his late father, Walter Sandford (former jointly
administered debtor in this case), which they rented out to
tenants.
The Hon. Jean K. FitzSimon presides over the cases.
Sandford and Son estimated assets and liabilities of $1 million to
$10 million.
The Debtors tapped John M. Keating, Esq., at Law Office of John M.
Keating, as counsel.
SCHULTE PROPERTIES: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------
Debtor: Schulte Properties
9811 W. Charleston Blvd., Ste 2-351
Las Vegas, NV 89117
Business Description: The Debtor owns fee simple interests in 14
real properties located in Las Vegas and
Henderson, Nevada with a total current value
of $3.24 million.
Chapter 11 Petition Date: May 31, 2017
Case No.: 17-12883
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Amberlea Davis, Esq.
LAW OFFICE OF AMBERLEA DAVIS
415 S. 6th Street, Ste 300
Las Vegas, NV 89101
Tel: (702) 518 4377
Fax: (702) 933 9117
E-mail: Amber@SheIsMyLawyer.com
Total Assets: $3.24 million
Total Liabilities: $2.55 million
The petition was signed by Melani Schulte, member.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/nvb17-12883.pdf
SHORB DCE: Has Interim Nod to Use Cash Collateral Until June 27
---------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central
District of California has granted Shorb DCE, LLC, permission to
use cash collateral on an interim basis.
A hearing to consider the Debtor's use of cash collateral is
continued to June 27, 2017 at 2:00 pm.
As reported by the Troubled Company Reporter on May 10, 2017, the
Debtor asked the Court for authorization to use the cash collateral
of East West Bank. The Debtor intends to use cash collateral to
pay for all necessary postpetition operating expenses and other
normal and necessary operating expenses of real properties leasing
in accordance with the Budget, pending a final hearing so that the
Debtor can continue ordinary course operation, thereby protecting
the Property against catastrophic loss and to maximize the
creditors' recovery.
The Debtor will pay $5,566 per month to East West Bank commencing
May 1, 2017, during the period May 1, 2017, through June 30, 2017.
The Debtor will pay $400 plus rent received from Unit F to William
Wright commencing May 1, 2017, during the period May 1, 2017,
through June 30, 2017.
The Court makes no finding or order regarding compensation to any
owner or manager of the Debtor or with regard to the propriety of
any rental amount or property management agreement.
Payment is authorized for each of May and June 2017 of $1,052 for
water, $213 for electricity, $154 for gas, $850 for insurance,
$1,000 for maintenance; U.S. Trustee fee $208, gardening $208, and
$988 for property taxes.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/cacb17-14240-31.pdf
About Shorb DCE
Shorb DCE, LLC, owns an 11-unit apartment building located at at
910-912 W. Shorb Street, Alhambra, California 91803 with a
valuation of $2.6 million. Shorb DCE, LLC, is California Limited
Liability Company owned by David Kwok and Curt Wang.
Shorb DCE, LLC, is an affiliate of Las Tunas DCE, LLC, which sought
bankruptcy protection on April 6, 2017 (Bankr. C.D. Cal.
17-14239).
Shorb DCE filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
17-14240) on April 6, 2017. David Kwok, co-manager, signed the
petition. At the time of filing, the Debtor disclosed $2.6 million
in assets and $1.22 million in liabilities. The case is assigned
to Judge Julia W. Brand. The Debtor is represented by Kevin Tang,
Esq., at Tang & Associates.
SOUTH SHORE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: South Shore Enterprises LLC
335 Chelsea Road
Staten Island, NY 10312
Case No.: 17-42792
Business Description: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
It listed its business as a single asset
real estate owning a fee simple interest in
a real estate property located at Tax Block
1815 Lots 192, 260 Staten Island, New York
valued at $2 million.
Chapter 11 Petition Date: May 31, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Edward Delli Paoli, Esq.
EDWARD DELLI PAOLI, ESQ.
129 Dorp Plaza
Staten Island, NY 10306
Tel: (718) 668-0600
Fax: (718) 966-5679
E-mail: edpesq1971@aol.com
Total Assets: $2 million
Total Liabilities: $3.55 million
The petition was signed by Neal DeVito, operating member.
The Debtor's list of creditors who have the 20 largest unsecured
claims is empty, indicating that it doesn't have unsecured
creditors who are not insiders.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-42792.pdf
SPARTAN SPECIALTY: Court OKs Pact With Hamilton & Barry Kostiner
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has entered an order approving
Spartan Specialty Finance I SPV, LLC's stipulation and agreement
with Hamilton Funding 1 LP, and Barry Kostiner, resolving, among
other things, the Debtor's motion for use of cash collateral and
fixing the amount of secured claim.
Under the Stipulation and Agreement, the Debtor will pay Hamilton:
a. $1 million within two business days of the Effective Date
by wire transfer of immediately available funds to
Hamilton. The Initial Settlement Payment will be made
from funds maintained in the Debtor's Debtor-in-Possession
Account and from its account at Cross River Bank that is
subject to a Deposit Account Control Agreement with
Hamilton or its designee. Upon the payment, the total
Outstanding Amount of principal owed by Debtor to Hamilton
will be reduced to $2,045,621; and
b. the Reduced Principal Amount, which will bear interest and
accrue on and after the Effective Date at the rate of 20%
per annum, commencing on the first business day following
the Effective Date and continuing until the Reduced
Principal Amount, together with all accrued interest to
the date of payment(s), has been paid in full or the Final
Reduced Payment Amount has been paid by the Reduced
Payment Deadline. If after Hamilton has receive the
Initial Settlement Payment, the Debtor will pay to
Hamilton the total additional sum of $1.4 million
(exclusive of (i) the Initial Settlement Payment and (ii)
the Legal Fees on or prior to the 15th month anniversary
of the Effective Date, Hamilton will accept the $1.4
million provided the Initial Settlement Payment, the Legal
Fees, and $1.4 million were paid prior to the Reduced
Payment Deadline, as payment in full of (x) the Reduced
Principal Amount and (y) any accrued and unpaid interest
thereon. For purposes of clarity, in the event the
$1.4 million referred to in the immediately preceding
sentence has not been paid by the Reduced Payment
Deadline, the Debtor will remain liable to pay Hamilton
all accrued and unpaid interest on any unpaid portion of
the Reduced Principal Amount until the Reduced Principal
Amount has been paid in full.
In addition to the Settlement Payment, the Debtor will pay to
Hamilton, within 30 days of the Effective Date, legal fees in the
amount of $125,000, representing reimbursement of a portion of
Hamilton's legal fees and expenses incurred as a result of the
actions taken by Debtor to date. Hamilton and the Debtor
acknowledge and agree that the payment of Legal Fees will be funded
through the Debtor's Debtor-in-Possession bank account comprising
the Cash Collateral, but in addition to all other amounts required
to be paid.
The Debtor acknowledges and agrees that all cash equivalents, are
and will be treated as the cash collateral in which Hamilton has
asserted a security interest. The Debtor agrees and acknowledges
that Hamilton has first-priority perfected liens and security
interests in all cash collateral.
Copies of the court order and the Stipulation are available at:
http://bankrupt.com/misc/nysb16-22881-65.pdf
http://bankrupt.com/misc/nysb16-22881-65-1.pdf
About Spartan Specialty
Spartan Specialty Finance I SPV, LLC, is a Delaware Limited
Liability Company formed for the sole purpose of acquiring and
servicing a portfolio of loans made by third party marketplace
lenders. The portfolio consists principally of small (under
$10,000) unsecured loans that provide capital to borrowers with
sub-par credit who would otherwise be foreclosed from the lending
marketplace.
The sole member of the Debtor is Fintech Asset Management, LLC,
which is managed by Barry Kostiner.
Spartan Specialty Finance I SPV sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22881) on June
29, 2016. Barry Kostiner, member, signed the petition.
At the time of the filing, the Debtor estimated assets and debt at
$1 million to $10 million.
The case is assigned to Judge Robert D. Drain.
Robinson Brog Leinwand Greene Genovese & Gluck P.C. is serving as
counsel to the Debtor, with the engagement led by A. Mitchell
Greene, Esq.
STARR PASS: Amends Plan to Decrease Value of Property
-----------------------------------------------------
Starr Pass Residential, LLC, filed with the U.S. Bankruptcy Court
for the District of Arizona a third amended disclosure statement
dated, May 19, 2017, describing its second amended plan of
reorganization dated Oct. 17, 2016.
The Debtor plans to sell its awarded portion of Block B, its
primary real property asset. The sale of Debtor's awarded portion
of Block B will satisfy all administrative claims and a large
portion, if not all, of Allowed Unsecured Claims.
The Debtor's operations have been at a standstill as a result of
the State Court Action. However, once determinative issues are
resolved through litigation or reached by a consensual resolution,
Debtor anticipates developing or selling its parcels of land,
which will put Debtor in a financial position to continue active
operations:
(1) Block 14: Debtor anticipates developing a 50 to 100-unit
condominium on Block 14 if it is determined through the state court
appellate process that Debtor owns this parcel of land free and
clear of liens and encumbrances. The anticipated profit of this
contemplated development ranges from $5 million to $7.5 million.
(2) Block B: The Debtor anticipates receiving income from the
sale of a portion of Block B. Block B houses the Reclaimed Water
Delivery System that is used, other things, to irrigate the
Resort's golf course. On Nov. 29 and Nov. 30, 2016, an evidentiary
hearing was held in the State Court Action to determine which
portion of Block B Debtor is required to convey to U.S. Bank. In
Under Advisement Rulings dated Dec. 22, 2016, and March 30, 2017,
it has since been determined that Debtor remains the owner of
approximately three acres of developable land, subject to an
easement in favor of U.S. Bank, that can be sold at a section 363
sale for the benefit of administrative claimants and unsecured
creditors.
Now that it has been determined that Debtor continues to own
approximately 3 acres of Block B, subject to an easement granted to
US Bank, the value of the Property to the estate has decreased. It
is not known at this time the value of the 3-acre parcel of Block B
that the Debtor currently owns, but, upon information and belief,
it has an estimated value of $1,800,000. Accordingly, the estate
will benefit from a sale of this Property.
The Troubled Company Reported previously reported that the Plan
will be funded from a sale of the estate's portion of Block B
sufficient to pay all allowed administrative claims in full, plus a
majority of allowed unsecured claims. Through the sale
contemplated by the Plan, the Debtor believes that it can fulfill
its obligations under the Plan.
A copy of the Third Disclosure Statement is available at:
http://bankrupt.com/misc/azb4-14-bk-09117-296.pdf
About Starr Pass Residential
Starr Pass Residential LLC is a Delaware real estate development
company formed in 2002, to develop residentially zoned and platted
property in Starr Pass, a Master Planned Resort and Residential
Community in Tucson, Arizona.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-09117) on June 12, 2014. Christopher Ansley signed
the
petition as authorized officer. Gust Rosenfeld, P.L.C., serves as
the Debtor's counsel. The Debtor disclosed total assets of $7.40
million and liabilities of $146 million.
The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing
any
matter on the Chapter 11 proceeding.
The U.S. Trustee for Region 14 informed the Bankruptcy Court that
it was unable to appoint creditors form the Official Committee of
Unsecured Creditors for the Chapter 11 case of Starr Pass
Residential LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.
SUMMIT INVESTMENT: Amends Exclusive Plan Filing Extension Request
-----------------------------------------------------------------
Summit Investment Co., Inc., has amended the motion it filed with
the U.S. Bankruptcy Court for the Middle District of North
Carolina, which seeks to extend the exclusive period during which
only the Debtor may file a plan of reorganization through Sept. 29,
2017, and solicit acceptance of a plan.
A copy of the Amended Motion is available at:
http://bankrupt.com/misc/ncmb17-50230-65.pdf
Pursuant to Section 1121(e) of the Bankruptcy Code, only the debtor
may file a plan until 120 days after the petition date. Section
1121(c)(3) further provides that other parties-in-interest may file
a plan of reorganization if, and only if, the debtor has not filed
a plan that has been accepted within 120 days after the petition
date. Pursuant to Section 1121(d) of the Bankruptcy Code, the
Court may, upon request of a party-in-interest, increase the
exclusive period in which a debtor may file a plan and solicit
acceptances of a plan for cause if the request is made within the
120-day period.
As reported by the Troubled Company Reporter on May 31, 2017, the
Debtor first asked for the extension, saying that the Debtor
presently has 180 days after the Petition Date to file a plan.
The Debtor says it needs additional time to formulate, propose and
solicit acceptance of a plan. The Debtor would show that the
third-party, unsecured debt is very limited, and that, upon
information and belief, no undue hardship will be created or
imposed upon the creditors.
The Debtor's income is based upon real property ownership and
rental. The Debtor has, and is in the process of further,
marketing one parcel of its real property, the sale of which would
substantially change the financial status and needs of the plan.
In addition, the Debtor has a parcel for which it hopes to soon
acquire a tenant, a factor which would substantially remodel the
Debtor's ability to make payments into a plan going forward.
About Summit Investment Co. Inc.
Summit Investment Co., Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2,
2017. At the time of the filing, the Debtor estimated its assets
and debts at $1 million to $10 million. Brian P. Hayes, Esq., at
the law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the
Debtor's bankruptcy counsel.
SUMMIT INVESTMENT: Taps Re/Max Leading Edge as Realtor
------------------------------------------------------
Summit Investment Co., Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
Re/Max Leading Edge.
The Debtor tapped the real estate firm in connection with the sale
of its real property located at 3203 Winged Foot Drive, Salisbury,
North Carolina.
Re/Max Leading Edge will receive a commission of 6% of the gross
sales price of the property.
The firm can be reached through:
Jayne B. Helms
Re/Max Leading Edge
354 George Lilee Parkway, Suite 40
Concord, NC 28027
Phone: (704) 798-5726
Fax: (704) 353-7865
Email: jaynehelms@gmail.com
About Summit Investment Co. Inc.
Summit Investment Co., Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March
2,2017. At the time of the filing, the Debtor estimated its assets
and debts at $1 million to $10 million.
Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins &
DeMay, PLLC, serves as the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SUPERIOR INDUSTRIES: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------
Superior Industries International Inc. plans to issue a new $400
million term loan B and EUR240 million of senior unsecured notes to
finance its acquisition of Uniwheels. The company is also pursuing
a new $160 million revolving credit facility (unrated) and plans to
issue $150 million of preferred equity, which will be purchased by
TPG Growth.
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to the Southfield, Mich.-based auto supplier. The
outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $400 million term
loan B due 2024. The '3' recovery rating indicates our expectation
that debtholders would realize meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default.
"Additionally, we assigned our 'B-' issue-level rating and '5'
recovery rating to the company's proposed EUR240 million senior
unsecured notes due 2025. The '5' recovery rating indicates our
expectation that debtholders would realize modest (10%-30%; rounded
estimate: 25%) recovery in the event of a payment default," added
S&P.
"Our ratings on Superior Industries reflect its aggressively
leveraged balance sheet following the acquisition of Uniwheels and
its exposure to the highly capital intensive and competitive wheel
market," said S&P Global credit analyst David Binns. "While
Superior had almost no debt prior to the acquisition, we estimate
that the company's debt-to-EBITDA will increase to near 5x on a pro
forma basis as of March 31, 2017." This includes S&P's standard
adjustments and the $150 million of preferred equity, which S&P
views as debt-like. S&P expects the company's leverage to improve
to close to 4x while it generates a FOCF-to-debt ratio of over 5%
by the end of 2018.
The stable outlook on Superior reflects S&P's expectation that the
company will lower its debt-to-EBITDA to the 4.0x-4.5x range and
generate a free operating cash flow (FOCF)-to-debt ratio
approaching 5% in the 12 months following the completion of its
acquisition of Uniwheels on steady volume increases and its
beneficial product mix.
S&P said, "We could raise our ratings on Superior during the next
12 months if the company is able to generate incremental cash and
lower its debt faster than it had planned and we come to believe
that its debt-to-EBITDA will remain below 4.0x over a normal
economic cycle. This could occur if Superior were to achieve a
higher-than-expected level of synergies from the Uniwheels deal
faster than anticipated, causing its EBITDA margins to increase to
well over 15% on a sustained basis. We could also upgrade Superior
if its end markets grow faster than we currently forecast, possibly
by diversifying its original equipment customer base and expanding
into aftermarket products in North America.
"We would lower our ratings on Superior if the company's
debt-to-EBITDA remains above 5x or its FOCF remains negative on a
sustained basis. This could be caused by integration issues related
to Uniwheels, a weaker-than-expected U.S. or European economy that
stifles demand, or a decision to continue pursuing
debt-financed acquisitions before the company's leverage metrics
have improved," said S&P.
TENASKA ALABAMA: S&P Affirms BB Rating on $361MM Bonds
------------------------------------------------------
S&P Global Ratings affirmed the 'BB' rating on Tenaska Alabama
Partners L.P.'s (TAP's) $361 million, 7.00% senior secured bonds
due 2021 ($144.3 million outstanding as of March 31, 2017). The
outlook is stable. The recovery rating has also been revised to '1'
from '2', reflecting S&P's expectation of a very high (90%-100%;
rounded estimate: 95%) recovery in the event of a payment default.
TAP is a limited partnership that owns and operates an 859-megawatt
(MW) combined-cycle generation facility in Autauga County, Ala. The
plant sells fuel conversion services under a 20-year tolling
agreement with Mercuria Energy America Inc. It also has a long term
service agreement with General Electric Co. (AA-/Stable) for
operations equipment maintenance.
The stable outlook reflects S&P's view that the project has
generally displayed solid performance since it entered commercial
operation, leading to an expectation of consistent availability
throughout the remaining term of the debt. A moderate deviation in
the plant's capacity factor (whether an increase or a decrease) is
not expected to have a material impact on the cash flow of the
project.
TITANS OF MAVERICKS: Calls Off Bankruptcy Auction
-------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that Titans of Mavericks LLC, organizer of
Mavericks big wave surf competition in California, and its parent,
Cartel Management Inc., cancelled the auction after receiving no
qualified bids for their assets.
According to the report, the event organizers allege a "smear
campaign" by an official with the county authority that regulates
the contest is partly to blame. The report related that an auction
could have resulted in a bankruptcy sale that would have shielded
the event from a dispute over who owns the contest and other
problems.
Griffin Guess, the founder of Titans of Mavericks, said in court
papers that one party that had expressed interest in placing a bid
has proposed "an alternative transaction involving a potential
recapitalization" of the debtors as opposed to a sale, the report
further related. The company said it still anticipates some
parties will submit offers to purchase Titans assets, the report
said.
About Cartel Management Inc.
Cartel Management, Inc. and Titans of Mavericks, LLC --
http://www.titansofmavericks.com/-- together, promote, organize
and host a sporting event in "big wave" surfing known as "Titans of
Mavericks" at the Pacific Ocean surf break popularly known as
"Maverick's" located near Half Moon Bay, California.
Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead
Case No. 17-11179) on Jan. 31, 2017. The petitions were signed by
Griffin Guess, president of Cartel. Judge Deborah J. Saltzman
presides over the cases.
The Debtors engaged David L. Neale, Esq., at Levene, Neale, Bender,
Yoo & Brill LLP, in Los Angeles, California, as bankruptcy counsel.
The Debtors tapped Hartford O. Brown, Esq. at Klinedinst PC as
special counsel in relation to the potential sale of their assets,
and to handle disputes with Red Bull Media House North America,
Inc. and other third parties. The Debtors also tapped Tyler
Paetkau, Esq. of Hartnett, Smith & Paetkau to represent them on
certain proceedings, including administrative proceedings before
the San Mateo County Harbor District, the California Coastal
Commission, the San Mateo County Planning and Building Department,
and National Oceanic and Atmospheric Administration.
At the time of filing, Cartel estimated assets of less than $1
million and estimated liabilities of $1 million to $10 million.
Titans estimated assets of less than $50,000 and liabilities of
less than $500,000.
TONAWANDA AUTO: Taps Gleichenhaus Marchese as Legal Counsel
-----------------------------------------------------------
Tonawanda Auto Sales & Service, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire legal
counsel.
The Debtor proposes to hire Gleichenhaus, Marchese & Weishaar, PC
to give legal advice regarding its duties under the Bankruptcy
Code, and provide other legal services related to its Chapter 11
case.
Michael Weishaar, Esq., and Robert Gleichenhaus, Esq., the
attorneys who will be primarily responsible for representing the
Debtor, will charge $350 per hour and $300 per hour, respectively.
As of the petition date, Gleichenhaus held a net retainer in the
amount of $8,000.
Mr. Weishaar disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael A. Weishaar, Esq.
Gleichenhaus, Marchese & Weishaar, PC
930 Convention Tower
Buffalo, NY 14202
Phone: (716) 845-6446
About Tonawanda Auto Sales & Service
Tonawanda Auto Sales & Service, Inc., is a privately-owned New York
State Limited Liability Company with its principal place of
business in Tonawanda, New York and its principal assets located in
Erie County. The Company is in the business of operating an used
auto sales and service business and activities incidental thereto.
The Debtor, d/b/a E&M Auto Sales, filed a Chapter 11 petition
(Bankr. W.D.N.Y. Case No. 17-10860) on April 27, 2017. Eiad M.
Musleh, president, signed the petition. The Debtor estimated
assets and liabilities of less than $500,000. The case is assigned
to Judge Michael J. Kaplan.
VALUEPART INC: Has Access to Cash Collateral Until June 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized ValuePart Incorporated to use ACF FinCo I LP and Skokie
Investrade, Inc.'s cash collateral to fund working capital,
operating expenses, capital expenditures, fixed charges, payroll,
and all other general corporate purposes arising in the Debtor’s
ordinary course of business.
A hearing to consider the Debtor's further cash collateral use will
be held on June 27, 2017, at 9:00 a.m. (prevailing Central Time).
The Debtor will not make any payments or sales on inventory to any
customers, suppliers or vendors -- other than ValuePart Changtai
Machinery Production Co. and Florida Track & Power, Inc. -- that
are directly or indirectly owned or controlled by any shareholders,
officers, directors, members, insiders, employees, or principals of
the Debtor without the prior written consent of the senior lender
ACF FinCo.
In addition to the equity cushion, the adequate protection provided
to the Lenders is only to the extent that the Lenders' asserted
liens and security interests in the Debtor's pre-Petition Date
property are perfected, valid, and not avoidable as of the Petition
Date. The following adequate protection is provided to the Lenders
as adequate protection of the Lenders' asserted pre-Petition Date
security interests in the Debtor's prePetition
Date collateral:
a. the Debtor will pay to the Senior Lender: (i) by no later
than the first business day of each month with the first
payment due June 1, 2017, timely and current monthly
payments of accrued interest at the non-default rate in
the amount approximated in the budget as Interest Accrual
for Ares; plus (ii) by no later than the 20th calendar day
of each month with the first payment due May 22, 2017,
$100,000 to be applied by the Senior Lender only to
outstanding unpaid principal, irrespective of whether such
amount is included in the budget. The Senior Lender
reserves its right to accrue interest at the default rate
and assert a claim for payment for the amounts. All
parties, including the Committee, reserve all rights
related to the $100,000 monthly payment to the Senior
Lender and the calculation of accrued interest at the
non-default rate; and
b. the Lenders are each granted replacement liens and
security interests in all of the Debtor's assets,
including, without limitation, all accounts and inventory
acquired by the Debtor after the Petition Date,
specifically including all cash proceeds arising from the
accounts and inventory acquired by the Debtor after the
Petition Date, in the same nature, extent, priority, and
validity that the liens, if any, existed on the Petition
Date in the amount equal to the aggregate diminution, if
any, in value of the prepetition collateral to the extent
of their interests.
A copy of the court order is available at:
http://bankrupt.com/misc/txnb16-34169-476.pdf
About ValuePart, Incorporated
ValuePart, Incorporated, is a Chicago-based distributor of
aftermarket replacement parts for off-highway earthmoving equipment
manufacturers like Caterpillar, Case, Komatsu, Deere,
International, Bobcat and Hitachi, along with many others.
Although headquartered in Vernon Hills, Illinois, ValuePart's
largest distribution center is located in Dallas, Texas.
As of October 2016, ValuePart operated from eight locations in
Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and
Toronto, and had 70 employees.
ValuePart filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34169) on Oct. 27, 2016. The petition was signed by Isa
Passini, vice president. The Debtor estimated assets and
liabilities at $10 million to $50 million.
The case is assigned to Judge Harlin DeWayne Hale.
Gardere Wynne Sewell LLP is serving as counsel to the Debtor, with
the engagement led by Marcus Alan Helt, Esq., Mark C. Moore, Esq.,
and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP.
The Debtor also tapped CR3 Partners, LLC, as restructuring advisor;
Upshot Services LLC as claims and noticing agent; Hogg Shain &
Scheck, PC, as Canadian accounting advisor; Nixon Peabody LLP as
special counsel; and FocalPoint Securities LLC as investment
banker.
On Nov. 30, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee trysomrf
Kane Russell Coleman & Logan PC as its legal counsel, and Lain
Faulkner & Co., P.C., as its financial advisor.
VENOCO LLC: Beverly Hills Loses Bid to Keep Debtor on Drill Site
----------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge Kevin Gross rejected the motion
filed by the city of Beverly Hills for Venoco LLC to decommission
an oil and gas drilling facility it has operated for decades on the
campus of the Beverly Hills High School.
According to the report, Judge Gross said the California city can
take over the task of plugging the Debtor's drilling operation, and
get in line with other creditors awaiting payment in the company's
bankruptcy case. The judge, the report related, called the
situation "troubling" and pointed out that the Debtor doesn't have
the time or money to do what it agreed to do, and the financial
harm will fall on the City of Beverly Hills, the Beverly Hills
Unified School District and, perhaps, California.
At base, however, Beverly Hills is seeking court orders to force
Venoco to stay on site, and that isn't justified, as long as money
damages will be sufficient to cover the harm to the city and school
district, the judge wrote, the report related.
"There is no immediate and irreparable harm as long as the site is
monitored," he wrote, the report further related. Judge Gross
ordered Venoco to keep people on site until the end of June, to
participate in an orderly transition that will allow Beverly Hills
or California authorities to take over, the report added.
About Venoco
Venoco LLC and six of its subsidiaries filed voluntary petitions
with the U.S. Bankruptcy Court for the District of Delaware (Bankr.
D. Del. Lead Case No. 17-10828) on April 17, 2017.
The cases have been assigned to Judge Kevin Gross.
As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed. The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers. Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro. The Debtors'
revenues from oil and gas sales were approximately $33.6 million
on
a rolling 12 month basis.
As of the bankruptcy filing, the Debtors listed assets in the
range
of $10 million to $50 million and liabilities of up to $100
million. As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted. The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.
The Debtors tapped Bracewell LLP as legal counsel, orris, Nichols,
Arsht & Tunnell LLP as co-counsel, Seaport Global Securities LLC as
investment banker, and Prime Clerk LLC as claims, noticing and
balloting agent. Zolfo Cooper Management, LLC, and its senior
director Bret Fernandes will lead the Debtors' restructuring
efforts.
The Office of the U.S. Trustee on May 5, 2017, disclosed in a court
filing
that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases.
WAYSIDE SCHOOLS: S&P Affirms BB+ 2012 Bonds Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive on
Travis County Cultural Educational Facilities Corp., Texas' series
2012 bonds and Arlington Higher Education Finance Corp., Texas'
series 2016 bonds outstanding, issued for Wayside Schools. At the
same time, S&P Global Ratings affirmed its 'BB+' rating on the
bonds.
"We base the outlook revision on a financial profile that is
currently more in line with a 'BB+' rating level, coupled with
expansion plans that are now likely to occur later than originally
expected, resulting in a delay in Wayside realizing the projected
positive effects tied to these growth plans," said S&P Global
Ratings credit analyst Brian Marshall.
The 'BB+' rating reflects S&P's view of the school's:
- Superior enterprise profile within a fast-growing market
coupled with room to expand, and supported by satisfactory
academic performance, steady demand, and a healthy waiting
list; and
- Stable management team intent on implementing policies and
setting targets routinely tracked in conjunction with adopted
objectives and evaluated by the board;
- Good relationship with charter authorizer Texas Education
Agency, with two successful 10-year charter renewals.
Partly offsetting the above strengths, in S&P's opinion, are:
- Wayside's high debt burden; and
- Risk, as with all charter schools, that Wayside can be closed
for nonperformance of its charter or for financial distress
before the final maturity of the bonds.
Wayside's revenues, consisting primarily of per-pupil funding from
Texas, secure the bonds. Originally the series 2016 bonds were
meant to fund the completed construction of the Bradshaw campus by
May 2017; however, construction was delayed and will be completed
by fall 2018. S&P views the delay as a moderately constraining
credit factor given current continued expansion plans.
The stable outlook reflects S&P's expectation that, during the next
two years, the charter school will maintain a steady financial
profile by continuing to generate positive revenue over expenses,
keep its maximum annual debt service (MADS) and debt service
coverage at current rating category medians, and
maintain its stable cash position. S&P anticipates that the
school's demand profile will continue to reflect solid academics, a
healthy wait list, and growing enrollment levels given market
demand and scheduled completion of construction of the Bradshaw
facility by fall 2018.
A positive rating action is unlikely over the two-year outlook
period, given the high MADS carrying charge and current coverage
levels. However, S&P could consider raising the rating if the
school demonstrates a trend of MADS coverage that is more
consistent with a higher rating category while maintaining its
enrollment and demand profile, while , at the same time building
and sustaining liquidity levels more consistent with higher rated
credits.
S&P said, "We could lower the rating if enrollment declines
significantly, operations produce deficits, MADS coverage weakens,
or cash on hand decreases significantly."
Wayside Charter School is a pre-kindergarten through 12th-grade
public charter school in its 19th year of operations. Its mission
is to educate the whole student and foster a collegial program that
challenges each learner with rigorous academics, which includes
components of the International Baccalaureate program, and
innovative strategies. The school currently operates three campuses
and plans to leverage facilities to support organic growth and
matriculation across all of its facilities in the Austin area.
WEST SEATTLE LODGE: Can Continue Using Cash Until Aug. 31
---------------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington authorized West Seattle Lodge, LLC, to
continue using cash collateral to pay ongoing normal operating
expenses through Aug. 31, 2017.
Judge Dore acknowledged that the Debtor's estate has continuing
need for the use of the cash collateral to avoid immediate and
irreparable harm to its businesses and the collateral, because
without the ability to use the cash collateral, the estate will be
unable to pay ongoing ordinary expenses relating to the continued
operation of the businesses.
The Debtor is authorized to incur and timely pay the operating and
administrative expenses identified in the Budget, including payroll
that became due and payable postpetition even if some the employee
hours attributable therein were incurred prepetition. Further, the
Debtor is authorized to pay and keep current all post-petition
payroll taxes due to the Internal Revenue Service and sales taxes
due to the State of Washington, when due, and may incur such
obligations and make such payments itemized in the Budget.
The approved Budget provides total operating expense in the
aggregate sum of $497,425 and total payroll of $191,392 covering
the period from May through August 2017.
CBC Partners I, LLC, has extended a non-revolving credit to the
Debtor secured by a security interest in and to all of the Debtor's
presently owned and thereafter acquired inventory, accounts,
general intangibles, rights to payment, and equipment, together
with all products and proceeds of the foregoing. The Debtor
remains indebted to CBC Partners for the unpaid principal balance
in the amount of $825,000, plus interest, attorney's fees, costs,
and other expenses owing under the Loan Documents.
Accordingly, CBC Partners will retain all of its prepetition
security interests in all prepetition collateral, including,
without limitation, the cash collateral.
The Debtor is directed to provide adequate protection of CBC
Partners' interest in the cash collateral by (a) making a monthly
payment, commencing June 10, 2017, in the amount of $2,000, and (b)
granting, on behalf of the estate of the Debtor, replacement liens
in the same order and priority as existed prepetition. The
replacement liens will be valid, perfected and enforceable security
interests and liens on the cash collateral and postpetition
proceeds thereof without further filing or recording of any
document or instrument or any other action.
As additional adequate protection to CBC Partners' interest in the
cash collateral:
(1) The Debtor will provide, on a monthly basis, both CBC
Partners and its counsel with a statement showing payments by
budgeted line item and deviations from the Budget.
(2) CBC Partners will also be entitled to request and receive any
and all additional operational or financial information or
documents pertaining to the collateral and cash collateral.
(3) The Debtor will allow CBC Partners full and reasonable access
to the collateral, the cash collateral, the estate's financial
condition, assets, and liabilities.
(4) The Debtor will permit CBC Partners access to all books,
records and information relating to the estate's full and timely
post-petition compliance with their obligations under the Loan
Documents.
A full-text copy of the Order, dated May 30, 2017, is available at
https://is.gd/B0dCO9
CBC Partners I, LLC, can be reached at:
Gregory R. Fox
Lane Powell PC
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101-2338
E-mail: foxg@lanepowell.com
About West Seattle Lodge
Based in Seattle, Washington, West Seattle Lodge LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wash. Case No. 17-10842) on Feb. 27, 2017. The petition was signed
by Shawn Roten, manager.
At the time of the filing, the Debtor disclosed $54,891 in assets
and $1.16 million in liabilities.
The case is assigned to Judge Timothy W. Dore.
The Debtor hired Vortman & Feinstein, P.S., and Marc S. Stern,
Esq., as legal counsel.
No official committee has been appointed in the Chapter 11 case.
WEST WINDOWS: Hires Justiniano Irizarry as Attorney
---------------------------------------------------
West Windows Films Corp., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ the Law Office of
Gloria Justiniano Irizarry, as attorney to the Debtor.
West Windows requires Justiniano Irizarry to:
a. examine documents of the Debtor and other necessary
information to submit schedules and Statements of Financial
Affairs;
b. prepare the Disclosure Statement, Plan of Reorganization,
records and reports as required by the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure;
c. prepare applications and proposed orders to be submitted to
the Bankruptcy Court;
d. indentify and prosecute of claims and causes of action
assertable by the debtor-in-possession on behalf of the
estate herein;
e. examine of proof of claims filed and to be filed in the
bankruptcy case herein and the possible objections to
certain of such claims;
f. advise the debtor-in-possession and prepare documents in
connection with the ongoing operation of the Debtor's
business;
g. advise the debtor-in-possession and prepare documents in
connection with the liquidation of the assets of the
estate, including analysis and collection of outstanding
receivables; and
h. assist and advise the debtor-in-possession in the discharge
of any and all the duties imposed by the applicable
dispositions of the Bankruptcy Code and the Federal Rules
of Bankruptcy Procedure.
Justiniano Irizarry will be paid at these hourly rates:
Partner $250
Associates $125
Paralegal $50
Justiniano Irizarry will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Gloria Justiniano Irizarry, partner of Law Office of Gloria
Justiniano Irizarry, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Justiniano Irizarry can be reached at:
Gloria Justiniano Irizarry, Esq.
LAW OFFICE OF GLORIA JUSTINIANO IRIZARRY
Calle A. Ramirez Silva, Suite 8
Mayaguez, PR 00680-4714
Tel: (787) 831-3577
E-mail: justiniano@gmail.com
About West Windows Films Corp.
West Windows Films Corp., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 17-03607) on May 23, 2017, listing under $1
million in both assets and liabilities. The Debtor is represented
by Gloria Justiniano Irizarry, Esq.
WILSONART LLC: S&P Affirms 'B+ CCR & 'B+' Sr. Secured Debt Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Wilsonart LLC. The outlook is stable.
S&P said, "We also affirmed the 'B+' issue-level rating on the
company's senior secured debt. The recovery rating on the debt is
'4', indicating our expectation for average (30% to 50%; rounded
estimate: 40%) recovery in the event of payment default."
"Our forecasts for Wilsonart anticipate strong financial
performance for 2017 and 2018, driven by residential and
nonresidential construction growth, the company's well-entrenched
distribution network, and the leading position in many markets,"
said S&P Global Ratings credit analyst Patricia Mendonca. These
factors, offset by higher material and freight costs, allows the
company to produce adjusted EBITDA margins in the 19% to 20% range
for 2017 and 2018--in line with 2016 (19.7%) but above historical
EBITDA margins.
The stable rating outlook reflects S&P Global Ratings' expectation
that Wilsonart LLC's operating results will be flat for 2017, with
estimated adjusted EBITDA margins in the 19% to 20% range for 2017
and 2018. S&P said, "We also expect leverage to remain elevated, in
the 6x to 7x range for 2017 and 2018, with FFO to debt below 12%
for the same time period."
"We could lower our rating on Wilsonart if leverage rose above 8x
or if other credit measures (such as EBITDA interest coverage)
weakened. This could occur if 2017 revenue generation fell short of
our expectation or if the company experienced a decrease in gross
margins during 2017. With the current amount of debt, that would
imply an EBITDA below $200 million for 2017," S&P added.
An upgrade is less likely in the next 12 months given Wilsonart's
higher leverage measures. Also, S&P views the rating on Wilsonart
as constrained at the current category due to the company's private
equity ownership. S&P could raise the rating, however, if
Wilsonart's private equity sponsors committed to maintaining
leverage below 5x. With the current amount of debt, that would
imply an EBITDA of about $320 million for 2017.
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,
& Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Review by: Susan Pannell
Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html
So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.
Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.
Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.
The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior--which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.
A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.
The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
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The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
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